UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q




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

For the quarterly period ended March 31, ~~2020~~

2021



Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number 001-36198

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~~, ~~30328~~

~~Atlanta~~, ~~Georgia(Zip Code)~~



5660 New Northside Drive, Atlanta, Georgia			30328
(Address of principal executive offices)			(Zip Code)

(~~770~~) (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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth 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 ☐ No ☑

As of April ~~27, 2020,~~26, 2021, the number of shares of the registrant’s Common Stock outstanding was ~~547,221,813~~562,765,755 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended March 31, ~~2020~~2021

TABLE OF CONTENTS





PART I.	Financial Statements
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020	2
	Consolidated Statements of Income for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	5
	Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	6
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5126
Item 4.	Controls and Procedures	5328

PART II.	Other Information
Item 1.	Legal Proceedings	5329
Item 1A.	Risk Factors	5329
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5429
Item 3.	Defaults Upon Senior Securities	5529
Item 4.	Mine Safety Disclosures	5529
Item 5.	Other Information	5529
Item 6.	Exhibits	5530
SIGNATURES		5631

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
	March 31, 2021		December 31, 2020
Assets:
Current assets:
Cash and cash equivalents	$	562	$	583
Short-term restricted cash and cash equivalents	1,065		1,000
Customer accounts receivable, net of allowance for doubtful accounts of $27 at March 31, 2021 and December 31, 2020	1,530		1,230
Margin deposits, guaranty funds and delivery contracts receivable	85,608		84,083
Prepaid expenses and other current assets	410		323
Total current assets	89,175		87,219
Property and equipment, net	1,731		1,713
Other non-current assets:
Goodwill	21,304		21,291
Other intangible assets, net	14,242		14,408
Long-term restricted cash and cash equivalents	398		408
Other non-current assets	1,195		1,161
Total other non-current assets	37,139		37,268
Total assets	$	128,045	$	126,200

Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	673	$	639
Section 31 fees payable	123		207
Accrued salaries and benefits	136		346
Deferred revenue	523		158
Short-term debt	2,068		2,411
Margin deposits, guaranty funds and delivery contracts payable	85,608		84,083
Other current liabilities	271		155
Total current liabilities	89,402		87,999
Non-current liabilities:
Non-current deferred tax liability, net	3,527		3,563
Long-term debt	14,131		14,126
Accrued employee benefits	203		206
Non-current operating lease liability	306		320
Other non-current liabilities	391		359
Total non-current liabilities	18,558		18,574
Total liabilities	107,960		106,573
Commitments and contingencies	0		0
Redeemable non-controlling interest in consolidated subsidiaries	91		93

As of As of
March 31, 2020 December 31, 2019
Assets:
Current assets:
Cash and cash equivalents $ 583
$ 841
Short-term restricted cash and cash equivalents 999
943
Customer accounts receivable, net of allowance for doubtful accounts of $22 and $8, respectively 1,569
988
Margin deposits, guaranty funds and delivery contracts receivable 108,863
64,987
Prepaid expenses and other current assets 239
220
Total current assets 112,253
67,979
Property and equipment, net 1,503
1,536
Other non-current assets:
Goodwill 13,527
13,342
Other intangible assets, net 10,212
10,258
Long-term restricted cash and cash equivalents 404
404
Other non-current assets 1,002
974
Total other non-current assets 25,145
24,978
Total assets $ 138,901
$ 94,493

Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities $ 548
$ 505
Section 31 fees payable 165
138
Accrued salaries and benefits 127
291
Deferred revenue 504
129
Short-term debt 3,071
2,569
Margin deposits, guaranty funds and delivery contracts payable 108,863
64,987
Other current liabilities 248
197
Total current liabilities 113,526
68,816
Non-current liabilities:
Non-current deferred tax liability, net 2,312
2,314
Long-term debt 5,252
5,250
Accrued employee benefits 191
198
Non-current operating lease liability 272
281
Other non-current liabilities 286
270
Total non-current liabilities 8,313
8,313
Total liabilities 121,839
77,129
Commitments and contingencies

Redeemable non-controlling interest in consolidated subsidiaries 97
78
Equity:
Intercontinental Exchange, Inc. stockholders’ equity:


Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; NaN issued or outstanding at March 31, 2021 and December 31, 2020	0		0
Common stock, $0.01 par value; 1,500 shares authorized; 631 and 629 issued at March 31, 2021 and December 31, 2020, respectively, and 563 and 561 shares outstanding at March 31, 2021 and December 31, 2020, respectively	6		6
Treasury stock, at cost; 68 shares at March 31, 2021 and December 31, 2020	(5,265)		(5,200)
Additional paid-in capital	13,908		13,845
Retained earnings	11,498		11,039
Accumulated other comprehensive loss	(184)		(192)
Total Intercontinental Exchange, Inc. stockholders’ equity	19,963		19,498
Non-controlling interest in consolidated subsidiaries	31		36
Total equity	19,994		19,534
Total liabilities and equity	$	128,045	$	126,200

Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding at March 31, 2020 and December 31, 2019 —
—
Common stock, $0.01 par value; 1,500 shares authorized; 609 and 607 issued at March 31, 2020 and December 31, 2019, respectively, and 548 and 554 shares outstanding at March 31, 2020 and December 31, 2019, respectively 6
6
Treasury stock, at cost; 61 and 53 shares, respectively (4,647 ) (3,879 )
Additional paid-in capital 11,810
11,742
Retained earnings 10,103
9,629
Accumulated other comprehensive loss (333 ) (243 )
Total Intercontinental Exchange, Inc. stockholders’ equity 16,939
17,255
Non-controlling interest in consolidated subsidiaries 26
31
Total equity 16,965
17,286
Total liabilities and equity $ 138,901
$ 94,493

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
Revenues:
Exchanges	$	1,606	$	1,605
Fixed income and data services	468		464
Mortgage technology	355		46
Total revenues	2,429		2,115
Transaction-based expenses:
Section 31 fees	125		166
Cash liquidity payments, routing and clearing	507		390
Total revenues, less transaction-based expenses	1,797		1,559
Operating expenses:
Compensation and benefits	354		278
Professional services	44		29
Acquisition-related transaction and integration costs	18		12
Technology and communication	162		131
Rent and occupancy	21		21
Selling, general and administrative	51		49
Depreciation and amortization	255		157
Total operating expenses	905		677
Operating income	892		882
Other income (expense):
Interest income	0		6
Interest expense	(107)		(72)
Other income, net	48		20
Other income (expense), net	(59)		(46)
Income before income tax expense	833		836
Income tax expense	183		178
Net income	$	650	$	658
Net income attributable to non-controlling interest	(4)		(8)
Net income attributable to Intercontinental Exchange, Inc.	$	646	$	650
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	1.15	$	1.18
Diluted	$	1.14	$	1.17
Weighted average common shares outstanding:
Basic	562		552
Diluted	565		555

Three Months Ended March 31,
2020 2019
Revenues:
Transaction and clearing, net $ 1,364
$ 862
Data services 564
546
Listings 112
111
Other revenues 75
64
Total revenues 2,115
1,583
Transaction-based expenses:
Section 31 fees 166
69
Cash liquidity payments, routing and clearing 390
244
Total revenues, less transaction-based expenses 1,559
1,270
Operating expenses:
Compensation and benefits 278
248
Professional services 29
33
Acquisition-related transaction and integration costs 12
—
Technology and communication 131
107
Rent and occupancy 21
17
Selling, general and administrative 49
42
Depreciation and amortization 157
158
Total operating expenses 677
605
Operating income 882
665
Other income (expense):
Interest income 6
9
Interest expense (72 ) (71 )
Other income, net 20
23
Other income (expense), net (46 ) (39 )
Income before income tax expense 836
626
Income tax expense 178
134
Net income $ 658
$ 492
Net income attributable to non-controlling interest (8 ) (8 )
Net income attributable to Intercontinental Exchange, Inc. $ 650
$ 484
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic $ 1.18
$ 0.85
Diluted $ 1.17
$ 0.85
Weighted average common shares outstanding:
Basic 552
568
Diluted 555
570

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
Net income	$	650	$	658
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax benefit of $1 for the three months ended March 31, 2021 and 0 tax benefit for the three months ended March 31, 2020	7		(90)
Change in equity method investment	1		0


Other comprehensive income (loss)	8		(90)
Comprehensive income	$	658	$	568
Comprehensive income attributable to non-controlling interest	(4)		(8)
Comprehensive income attributable to Intercontinental Exchange, Inc.	$	654	$	560

Three Months Ended March 31,
2020 2019
Net income $ 658
$ 492
Other comprehensive income (loss):
Foreign currency translation adjustments, with no tax benefit for either the three months ended March 31, 2020 or 2019 (90 ) 26
Change in equity method investment —
(1 )
Other comprehensive income (loss) (90 ) 25
Comprehensive income $ 568
$ 517
Comprehensive income attributable to non-controlling interest (8 ) (8 )
Comprehensive income attributable to Intercontinental Exchange, Inc. $ 560
$ 509

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity 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 Income/(Loss)
	Common Stock			Treasury Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss													Shares	Value		Shares	Value
Balance, as of December 31, 2020																										Balance, as of December 31, 2020	629	$	6	(68)	$	(5,200)	$	13,845	$	11,039	$	(192)	$	36	$	19,534	$	93
Other comprehensive income																										Other comprehensive income	—	—		—	—		—		—		8		—		8		—
	Shares	Value		Shares		Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Non- Controlling Interest in Consolidated Subsidiaries			Total Equity			Redeemable Non-Controlling Interest
Balance, as of December 31, 2019	607	$	6	(53	)	$	(3,879	)
Impact of adoption of ASU 2016-13, net of tax	—	—		—		—			—		(10		)	—
Other comprehensive loss	—	—		—		—			—		—			(90		)	—			(90		)	—
Exercise of common stock options	—	—		—		—			11		—			—			—			11			—			Exercise of common stock options	—	—		—	—		3		—		—		—		3		—
Repurchases of common stock	—	—		(8	)	(699		)	—		—			—			—			(699		)	—

Payments relating to treasury shares	—	—		—		(69		)	—		—			—			—			(69		)	—			Payments relating to treasury shares	—	—		—	(65)		—		—		—		—		(65)		—
Stock-based compensation	—	—		—		—			38		—			—			—			38			9			Stock-based compensation	—	—		—	—		42		—		—		—		42		—
Issuance under the employee stock purchase plan	—	—		—		—			16		—			—			—			16			—			Issuance under the employee stock purchase plan	—	—		—	—		18		—		—		—		18		—
Warrants issued to minority interest holders	—	—		—		—			3		—			—			—			3			2

Issuance of restricted stock	2	—		—		—			—		—			—			—			—			—			Issuance of restricted stock	2	—		—	—		—		—		—		—		—		—

Distributions of profits	—	—		—		—			—		—			—			(15		)	(15		)	—			Distributions of profits	—	—		—	—		—		—		—		(11)		(11)		—
Dividends paid to stockholders	—	—		—		—			—		(166		)	—			—			(166		)	—			Dividends paid to stockholders	—	—		—	—		—		(187)		—		—		(187)		—
Redeemable non-controlling interest	—	—		—		—			—		—			—			—			—			10

Net income (loss) attributable to non-controlling interest	—	—		—		—			—		(8		)	—			10			2			(2		)	Net income (loss) attributable to non-controlling interest	—	—		—	—		—		(4)		—		6		2		(2)
Net income	—	—		—		—			—		658			—			—			658			—			Net income	—	—		—	—		—		650		—		—		650		—
Balance, as of March 31, 2020	609	$	6	(61	)	$	(4,647	)	$	11,810	$	10,103		$	(333	)	$	26		$	16,965		$	97
Balance, as of March 31, 2021																										Balance, as of March 31, 2021	631	$	6	(68)	$	(5,265)	$	13,908	$	11,498	$	(184)	$	31	$	19,994	$	91


																										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 Income/(Loss)
	Common Stock			Treasury Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income/(Loss)												Shares	Value		Shares	Value
	Shares	Value		Shares		Value
Balance, as of December 31, 2018	604	6		(35	)	(2,354		)	11,547		8,317			(315		)	30			17,231			71
Other comprehensive income	—	—		—		—			—		—			25			—			25			—
Balance, as of December 31, 2019																									Balance, as of December 31, 2019	607	$	6	(53)	$	(3,879)	$	11,742	$	9,629	$	(243)	$	31	$	17,286	$	78
Impact of adoption of ASU 2016-13, net of tax																									Impact of adoption of ASU 2016-13, net of tax	—	—		—	—		—		(10)		—		—		(10)		—
Other comprehensive loss																									Other comprehensive loss	—	—		—	—		—		—		(90)		—		(90)		—
Exercise of common stock options	—	—		—		—			5		—			—			—			5			—		Exercise of common stock options	—	—		—	—		11		—		—		—		11		—
Repurchases of common stock	—	—		(6	)	(440		)	—		—			—			—			(440		)	—		Repurchases of common stock	—	—		(8)	(699)		—		—		—		—		(699)		—
Payments relating to treasury shares	—	—		—		(57		)	—		—			—			—			(57		)	—		Payments relating to treasury shares	—	—		—	(69)		—		—		—		—		(69)		—
Stock-based compensation	—	—		—		—			33		—			—			—			33			—		Stock-based compensation	—	—		—	—		38		—		—		—		38		9
Issuance under the employee stock purchase plan	—	—		—		—			12		—			—			—			12			—		Issuance under the employee stock purchase plan	—	—		—	—		16		—		—		—		16		—
Warrants issued to minority interest holders																									Warrants issued to minority interest holders	—	—		—	—		3		—		—		—		3		2
Issuance of restricted stock	2	—		—		—			—		—			—			—			—			—		Issuance of restricted stock	2	—		—	—		—		—		—		—		—		—

Distributions of profits	—	—		—		—			—		—			—			(14		)	(14		)	—		Distributions of profits	—	—		—	—		—		—		—		(15)		(15)		—
Dividends paid to stockholders	—	—		—		—			—		(157		)	—			—			(157		)	—		Dividends paid to stockholders	—	—		—	—		—		(166)		—		—		(166)		—
Net income attributable to non-controlling interest	—	—		—		—			—		(8		)	—			8			—			—

Redeemable non-controlling interest																									Redeemable non-controlling interest	—	—		—	—		—		—		—		—		—		10
Net income (loss) attributable to non-controlling interest																									Net income (loss) attributable to non-controlling interest	—	—		—	—		—		(8)		—		10		2		(2)
Net income	—	—		—		—			—		492			—			—			492			—		Net income	—	—		—	—		—		658		—		—		658		—
Balance, as of March 31, 2019	606	$	6	(41	)	$	(2,851	)	$	11,597	$	8,644		$	(290	)	$	24		$	17,130		$	71
Balance, as of March 31, 2020																									Balance, as of March 31, 2020	609	$	6	(61)	$	(4,647)	$	11,810	$	10,103	$	(333)	$	26	$	16,965	$	97

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Three Months Ended March 31,							Three Months Ended March 31,
	2020			2019				2021		2020
Operating activities:							Operating activities:
Net income	$	658		$	492		Net income	$	650	$	658
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	157			158			Depreciation and amortization	255		157
Stock-based compensation	41			29			Stock-based compensation	36		41
Deferred taxes	(3		)	(28		)	Deferred taxes	(22)		(3)
Other	(11		)	(21		)	Other	(10)		(11)
Changes in assets and liabilities:							Changes in assets and liabilities:
Customer accounts receivable	(600		)	(227		)	Customer accounts receivable	(303)		(600)
Other current and non-current assets	(35		)	15			Other current and non-current assets	(108)		(35)
Section 31 fees payable	27			(35		)	Section 31 fees payable	(84)		27
Deferred revenue	372			347			Deferred revenue	375		372
Other current and non-current liabilities	(86		)	(76		)	Other current and non-current liabilities	(55)		(86)
Total adjustments	(138		)	162			Total adjustments	84		(138)
Net cash provided by operating activities	520			654			Net cash provided by operating activities	734		520

Investing activities:							Investing activities:
Capital expenditures	(15		)	(26		)	Capital expenditures	(40)		(15)
Capitalized software development costs	(44		)	(39		)	Capitalized software development costs	(76)		(44)
Cash paid for acquisitions, net of cash acquired	(249		)	(19		)	Cash paid for acquisitions, net of cash acquired	0		(249)
Return of capital from equity method investment	—			44

Proceeds from investments, net	6			—			Proceeds from investments, net	0		6

Net cash used in investing activities	(302		)	(40		)	Net cash used in investing activities	(116)		(302)

Financing activities:							Financing activities:
Proceeds from commercial paper, net of repayments	503			54

Proceeds from/(redemption of) commercial paper, net							Proceeds from/(redemption of) commercial paper, net	(343)		503
Repurchases of common stock	(699		)	(440		)	Repurchases of common stock	0		(699)
Dividends to stockholders	(166		)	(157		)	Dividends to stockholders	(187)		(166)
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(69		)	(57		)	Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(65)		(69)

Other	20			4			Other	12		20
Net cash used in financing activities	(411		)	(596		)	Net cash used in financing activities	(583)		(411)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	(9		)	1			Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	(1)		(9)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	(202		)	19			Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	34		(202)
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period	2,188			1,872			Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period	1,991		2,188
Cash, cash equivalents, and restricted cash and cash equivalents, end of period	$	1,986		$	1,891		Cash, cash equivalents, and restricted cash and cash equivalents, end of period	$	2,025	$	1,986

Supplemental cash flow disclosure:							Supplemental cash flow disclosure:

Cash paid for income taxes	$	127		$	78		Cash paid for income taxes	$	131	$	127
Cash paid for interest	$	69		$	79		Cash paid for interest	$	128	$	69

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


1.	~~Description of Business~~

1.Description of Business

Nature of Business and Organization

•In our Exchanges segment, we operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and ~~securities across major asset classes. These asset classes include: energy~~financial securities.

•In our Fixed Income and ~~agricultural commodities, metals, interest rates, equities, exchange-traded funds,~~Data Services segment, we provide fixed income pricing, reference data, indices and execution services as well as global credit default swap, or ~~ETFs, credit derivatives,~~CDS, clearing and multi-asset class data delivery solutions.

•In our Mortgage Technology segment, we provide an end-to-end technology platform that offers customers comprehensive, digital ~~assets, bonds~~workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage market.

We operate marketplaces and ~~currencies We also offer mortgage and technology services to the mortgage industry. In addition, we offer comprehensive~~provide data services ~~to support the trading, investment, risk management and connectivity needs of customers around the world and across 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~~Abu Dhabi Global Market, or ADGM, and ~~bond trading venues in~~offer technology and data solutions to 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 12). 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 data services, we provide comprehensive solutions for our customers to manage risk and raise capital through liquid markets, benchmark products, access to capital markets and related services.mortgage industry.

2. Summary of Significant Accounting Policies

Basis of Presentation

~~The~~We prepared 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, ~~2019.~~2020. 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 in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts that are reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the three months ended March 31, ~~2020~~2021 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

These statements include the accounts 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 consolidation. 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’ interests are shown as non-controlling interests. Where outside owners hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and are subject to remeasurement when repurchase is probable.

We previously operated and presented our results as 2 reportable business segments. Effective October 1, 2020, we changed our internal financial reporting and the captions in which we present revenue in our financial statements because we determined that a change in reportable segments had occurred (Note 16). As of March 31, 2021, our business is conducted through 3 reportable business segments: our Exchanges segment, our Fixed Income and Data Services segment, and our Mortgage Technology segment. Prior periods have been restated to reflect this change. The majority of our identifiable assets are located in the U.S and U.K.

Recently Adopted Accounting Pronouncements

During the three months ended March 31, 2021, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our Annual Report on Form 10-K for the year ended December 31, 2020, or the Form 10-K.

3. Acquisitions and Divestitures

Ellie Mae Acquisition

On September 4, 2020, we acquired Ellie Mae, Inc., or Ellie Mae, for aggregate consideration of $11.4 billion from private equity firm Thoma Bravo. The purchase price consisted of $9.5 billion in cash, as adjusted for $335 million of cash and cash equivalents held by Ellie Mae on the date of acquisition, and approximately $1.9 billion, or approximately 18.4 million shares of our common stock, based on our stock price on the acquisition date. ICE funded the cash portion of the purchase price with net proceeds from our offering of senior notes in August 2020, together with the issuance of commercial paper and borrowings under a senior unsecured term loan facility. We have evaluated the impact of this acquisition and related disclosures under ASC 805- Business Combinations.

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the preliminary respective estimated fair values on the date of acquisition, as determined with the assistance of a third-party valuation specialist. The excess of purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill. Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets. The preliminary purchase price allocation is as follows (in millions):



~~Standard/Description~~	~~Effective Date and Adoption Considerations~~		~~Effect on Financial Statements~~Preliminary Purchase Price Allocation
~~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~~Cash and accounts receivable. It 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.cash equivalents	~~We adopted on January 1, 2020 on a modified retrospective basis.~~$	We have evaluated this guidance to determine the impact on our consolidated financial statements. Based on our assessment, we concluded the impact of adoption of this guidance is not material to us as of March 31, 2020. Further disclosures and details on our adoption are discussed below.335
~~ASU 2017-04,~~ Property and equipment	~~Simplifying the Test for~~ 127
Goodwill ~~Impairment,~~	~~removes the second step of the goodwill impairment test, which requires a hypothetical~~7,719
Identifiable intangibles	4,442
Other assets and liabilities, net	51
Deferred tax liabilities on identifiable intangibles	(1,246)
Total preliminary purchase price allocation if the fair value of a reporting unit is less than its carrying value. Goodwill impairment will now be measured using the difference between the carrying value and the fair value of the reporting unit, and any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.	~~We adopted on January 1, 2020 on a prospective basis.~~$	~~We have evaluated this guidance to determine the impact on our consolidated financial statements. Based on our assessment, we concluded the impact of adoption of this guidance is not material to us~~11,428

In performing the preliminary purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Ellie Mae business. We have not yet obtained all of the information related to the fair value of the acquired assets and liabilities.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to income taxes and certain other tangible assets and liabilities. The allocation of the purchase price will be finalized upon the completion of the analysis of the acquired assets and liabilities within one year of the date of acquisition.

The following table sets forth the components of the preliminary intangible assets associated with the acquisition as of March 31, 2021 (in millions, except years):


	Acquisition-Date Preliminary Fair Value		Accumulated Amortization		Net Book Value		Useful Life (Years)
Customer relationships	$	3,136	$	(93)	$	3,043	10 to 20
Backlog	300		(34)		266		5
Trademark/Tradenames	200		(6)		194		5 to 20
Developed Technology	739		(61)		678		7
In-process Research & Development	67		—		67		N/A
Total	$	4,442	$	(194)	$	4,248

The financial information in the table below summarizes the combined results of operations of ICE and Ellie Mae, on a pro forma basis, as though the companies had been combined as of the beginning of the period presented. The unaudited pro

forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. Such unaudited pro forma financial information is based on the historical financial statements of ICE and Ellie Mae. This unaudited pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such unaudited pro forma information, including, without limitation, purchase accounting adjustments, interest expense on debt issued to finance the purchase price, acquisition-related transaction costs, the removal of historical Ellie Mae intangible asset amortization and the addition of intangible asset amortization related to this acquisition. The unaudited pro forma financial information does not reflect any synergies or operating cost reductions that have been and may be achieved from the combined operations. The unaudited pro forma financial information combines the historical results for us and Ellie Mae for the three months ended March 31, 2020 in the following table (in millions).


	Three months ended March 31, 2020. The fair values of our reporting units have been greater than their corresponding carrying values in recent years. Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting units over their corresponding carrying values.2020
~~ASU 2018-15,~~ Total revenues, less transaction-based expenses~~Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract~~, helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when an arrangement includes a software license and is solely a hosted service. Customers will now apply the same criteria for capitalizing implementation costs as they would for a software license arrangement. The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures.	~~We adopted on January 1, 2020, and will apply the rules prospectively to eligible costs incurred on or after the effective date.~~$	We have evaluated this guidance to determine the impact on our consolidated financial statements. Based on our assessment, we concluded the impact of adoption of this guidance is not material to us as of March 31, 2020.1,733


~~ASU No. 2019-12,~~ ~~Simplifying the Accounting for Income Taxes, eliminates certain exceptions related~~Net income attributable to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It clarifies that single-member limited liability companies, and other similar disregarded entities that are not subject to income tax, are not required to recognize an allocation of consolidated income tax expense in their separate financial statements. Further, it simplifies the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.ICE	~~Effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We elected early adoption and adopted on January 1, 2020.~~$	We have evaluated this guidance to determine the impact on our consolidated financial statements. Based on our assessment, we concluded the impact of adoption of this guidance is not material to us as of March 31, 2020.608

Transaction-based expenses included within revenues, less transaction-based expenses in the table above, were not impacted by pro forma adjustments and agree to the amounts presented historically in our consolidated income statements as they relate solely to ICE and not to Ellie Mae.

Bakkt Transaction

On January 11, 2021, we announced that Bakkt Holdings, LLC, or Bakkt, had entered into a definitive agreement to combine with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC.

The business combination between Bakkt and VIH is expected to result in over $500 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $207 million of cash held in VIH’s trust account, and a $325 million concurrent private placement, or PIPE, of Class A common stock of the combined company, priced at $10.00 per share, including a $50 million commitment from us. The newly combined company will be renamed Bakkt Holdings, Inc. and is expected to be listed on the New York Stock Exchange, or NYSE.

As part of the transaction, Bakkt’s existing equity holders and management will roll 100% of their equity into the combined company. Assuming no shareholders of VIH exercise their redemption rights, current Bakkt equity holders, including ICE, will own approximately 78% of the combined company, VIH’s public shareholders will own approximately 8%, VPC will own 2%, and PIPE investors (a group that will also include us) will own approximately 12% of the issued and outstanding common stock of the combined company at closing.

Following completion of the business combination, which is expected to occur by the end of the second quarter of 2021, we are expected to have a 65% economic interest and a minority voting interest in the combined company. Prior to the closing, Bakkt revenues and operating expenses continue to be reported within our consolidated revenues and operating expenses. Following the closing, we will have a minority voting interest in the combined company and as a consequence, we expect to deconsolidate Bakkt and treat it as an equity method investment within our financial statements. As of March 31, 2021, we continue to fully consolidate Bakkt and have not applied accounting treatment under the "held for sale" guidance due to conditional regulatory and shareholder approvals.

~~Adoption of ASU 2016-13, Financial Instruments - Measurement of~~4. Allowance for Credit Losses ~~on Financial Instruments~~

~~On January 1, 2020, we adopted~~

Accounts Receivable

We measure credit losses in accordance with Accounting Standards Update 2016-13, or ASU 2016-13, Financial ~~Instruments -~~Instruments- Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. This standard requires the application of a current expected credit loss, or CECL, impairment model to financial assets measured at amortized cost, including accounts receivable and certain off-balance-sheet credit exposures. The standard also amends the impairment model for available-for-sale debt securities requiring entities to record credit losses through an allowance account. The CECL model requires an entity to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. Adoption of the standard requires more timely recognition of credit losses and credit loss estimates are required to use historical information, current information and reasonable and supportable forecasts of future events.

We adopted ASU 2016-13 using the modified retrospective approach through a cumulative-effect adjustment to retained earnings on January 1, 2020. ASU 2016-13 primarily impacted the calculation of our allowance for doubtful accounts on accounts receivable utilizing the expected credit losses model. Our adoption of ASU 2016-13 was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements and the impact of our adoption was not material. We do not currently hold available-for-sale debt securities, off-balance-sheet credit exposures, or other material financial assets impacted by the standard, besides those mentioned below.

We considered our material financial assets within scope, including our cash equivalents, short-term and long-term restricted cash equivalents as well as our clearing members' cash equivalent and reverse repurchase receivables, and determined that such assets have a de minimis risk of credit loss. We invest our cash and clearing members' cash by placing it in highly-rated government securities, primarily U.S. Treasury securities and other sovereign debt with original maturities of less than three months which we consider to be cash equivalents, or into reverse repurchase agreements, referred to as reverse repos, with primarily overnight maturities. Reverse repos are valued daily and are subject to collateral maintenance provisions whereby the counterparty must provide additional collateral if the value of the underlying securities lose value, in an amount sufficient to maintain collateralization of at least 102%. ~~Therefore, as of and for the quarter ended March 31, 2020 we have not recorded a credit loss for these financial assets.~~

Based on the high turnover and collectability of our accounts receivable, as well as the monthly billing process for the majority of revenue, we ~~did~~have not ~~experience a~~experienced significant ~~increase~~changes in ~~the~~our loss provision ~~recognized upon adoption of~~under the current expected credit loss, or CECL, model. Accounts receivable in our futures and clearing businesses have minimal credit risk as all clearing members are pre-screened, collection periods occur within one month and the services to customers are completed almost instantaneously. Our accounts receivable related to revenues from market data, ~~revenues,~~ cash trading, ~~listing revenues,~~listings, technology ~~revenues,~~services, mortgage technology, CDS ~~transaction revenues~~transactions and bilateral OTC energy ~~transaction revenues~~transactions subject us to credit losses, but we expeditiously limit our risk of credit loss by taking action such as terminating trading or transaction access, terminating public listings or ceasing to distribute data for entities with delinquent accounts. The concentration of risk on our accounts receivable is also mitigated by the high quality and the large number of entities comprising our customer base.

We ~~estimated~~estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors. The factors for pooling our accounts receivable balances ~~were~~are specific to each revenue stream based on our risk assessment, past patterns of collectability, our knowledge of the business, and customer-specific situations. We apply estimated reserve percentages to the risk pools identified, which are derived from historical write-off factors that are based on the accounts receivable balance’s delinquency status and adjusted as appropriate for our reasonable and supportable estimates of current and future economic conditions. We believe that historical write-off trends provide a basis for estimating future patterns of losses because there have been no significant changes in the mix or risk characteristics of the accounts receivable revenue stream pool populations from the risk pools used to calculate our historical write-off rates. At each measurement date we reassess whether our accounts receivable pools continue to exhibit similar risk ~~characteristics, and~~characteristics. We then determine if assets need to be isolated further as part of their own specific line item reserve due to specific events, such as a customer’s inability to meet its financial obligations (i.e. customer disputes, highly unresponsive customers, delinquency of the receivable, or other indicators of credit deterioration of customers). Lastly, the CECL ~~standard~~impairment model is forward-looking and requires us to factor reasonable and supportable economic expectations into our allowance estimate for the asset's entire expected life, which is generally less than one year.

A reconciliation of the beginning and ending amount of allowance for doubtful accounts is as follows for the three months ended March 31, ~~2020~~2021 (in millions):


	Allowance for Doubtful Accounts
Beginning balance as of December 31, 2020	$	27

Bad debt expense	3
Charge-offs	(3)
Ending balance as of March 31, 2021	$	27

Allowance for Doubtful Accounts
Beginning balance as of December 31, 2019 $ 8
Impact of adoption of ASU 2016-13 13
Bad debt expense 3
Charge-offs (2 )
Ending balance as of March 31, 2020 $ 22

The impact of adoption of ASU-2016-13 was $10 million, net of tax. This impact was recorded as an adjustment to retained earnings on January 1, 2020 as shown in our Consolidated Statement of Changes in Equity and Redeemable Non-Controlling Interest. We have included in our allowance assessment the impact of and our responses to the coronavirus, or COVID-19, pandemic. Our bad debt expense in the table above includes that assessment, the impact of which was not material for the three months ended March 31, ~~2020.~~2021. We will continue to review our accounts receivable and may incur future charge-offs as better estimates become available in future periods. Charge-offs in the table above represent the write-off of uncollectible receivables, net of recoveries. These amounts also include the impact of foreign currency translation adjustments.

~~3. Acquisitions~~5. Investments

On February 21, 2020, we acquired Bridge2 Solutions, a leading provider of loyalty solutions for merchants and consumers. Bridge2 Solutions enables some of the world’s leading brands to engage customers and drive loyalty. It powers incentive and employee perk programs for companies across a wide spectrum of industries. The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition. The excess of purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill. Identified intangible assets primarily consist of customer relationships and developed technology, which have been assigned useful lives of twelve years and seven years, respectively. Bridge2 Solutions is included in our Trading and Clearing segment as part of the Bakkt ecosystem.

To fund the acquisition of Bridge2 Solutions, Bakkt completed a capital call for $300 million in funding by ICE and the minority investors. This acquisition-related capital call triggered a market condition of certain Bakkt equity incentive awards, and as a result, during the three months ended March 31, 2020 we incurred a $10 million compensation expense related to these awards which has been recorded as an acquisition-related cost.


4.	~~Investments~~

Our equity investments, including our investments in Euroclear plc, or Euroclear, and Coinbase Global, Inc., or Coinbase, 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,.or ASU 2016-01. See Note 1415 for a discussion of our determination of fair value of our financial instruments.

Investment in Coinbase

On December 1, 2014, we acquired preferred stock of Coinbase, which operates a cryptocurrency exchange platform, for $10 million, representing a 1.4% ownership share on a fully-diluted, as-converted basis. On April 14, 2021, Coinbase completed an initial public offering, or IPO. On April 15, 2021, we completed the sale of our investment in Coinbase for $1.24 billion, and will record a gain of $1.23 billion in the second quarter of 2021 as other income in our consolidated statement of income (Note 18). Prior to its IPO, Coinbase did not have a readily determinable fair market value, and we accounted for our investment under a fair value policy election made in accordance with ASU 2016-01. This election required us 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, with any change in fair value recognized in net income. As of March 31, 2021, the carrying value of our Coinbase investment was $10 million.

Investment in OCC

We own a 40% interest in the Options Clearing Corporation, or OCC, through a direct investment by the NYSE and which is regulated by the SEC and the Commodity Futures Trading Commission, or CFTC, that we treat as an equity method investment. As of March 31, ~~2020, the~~2021, OCC is our only equity method investment and is included in other non-current assets in the accompanying consolidated balance sheet. We recognized ~~$17~~$25 million and ~~$27~~$17 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, of equity earnings as our share of ~~the~~ OCC's estimated profits, which is included in other income. ~~On February 13, 2019,~~Included within the ~~SEC disapproved the OCC capital plan that had been established~~amount recognized in ~~2015. Following the SEC disapproval, the OCC also announced that it would not be providing~~2021 is a ~~refund~~$16 million earnings adjustment to ~~clearing members or declaring a dividend to shareholders for the year ended December 31, 2018, which resulted in~~ reflect

higher than reported ~~OCC 2018~~2020 net income than originally estimated by OCC. Similarly, included within the amount recognized in 2020 is a $7 million earnings adjustment to reflect higher than reported 2019 net income than originally estimated.

Investment in Euroclear

We own a 9.8% stake in Euroclear as of March 31, 2021, and we ~~had estimated. Therefore,~~participate on the Euroclear Board of Directors. Euroclear is a 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 our accompanying consolidated balance sheets. We recognized dividend income of $30 million during the three months ended March 31, ~~2019, we adjusted equity earnings in the OCC by $19 million~~2021, which is included in other ~~income to reflect our share~~income. As a result of ~~the OCC's 2018 net income. Refer to Note 4 to our consolidated financial statements included~~a 2020 European regulation limiting dividend payments, we did not receive a Euroclear dividend in ~~our 2019 Form 10-K for additional details on our OCC investment.~~2020.

6. Revenue Recognition


5.	~~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, mortgage technology services and other revenues. Deferred revenue is our only significant contract liability. See Note 78 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

We have elected not to provide disclosures about the 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, clearing and ~~clearing~~mortgage 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 are 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. Refer to Note 5 to our consolidated financial statements included in our ~~2019~~2020 Form 10-K where our primary revenue contract classifications are described in detail.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note ~~15:~~16:


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three months ended March 31, 2021:
Exchanges	$	1,606	$	0	$	0	$	1,606
Fixed income and data services	0		468		0		468
Mortgage technology	0		0		355		355
Total revenues	1,606		468		355		2,429
Transaction-based expenses	632		0		0		632
Total revenues, less transaction-based expenses	$	974	$	468	$	355	$	1,797

Timing of Revenue Recognition
Services transferred at a point in time	$	561	$	60	$	221	$	842
Services transferred over time	413		408		134		955
Total revenues, less transaction-based expenses	$	974	$	468	$	355	$	1,797

Trading and Clearing Segment Data and Listings Segment Total Consolidated
Three months ended March 31, 2020:
  Transaction and clearing, net $ 1,364
$ —
$ 1,364
  Data services —
564
564
  Listings —
112
112
  Other revenues 75
—
75
Total revenues 1,439
676
2,115
Transaction-based expenses 556
—
556
Total revenues, less transaction-based expenses $ 883
$ 676
$ 1,559

Timing of Revenue Recognition
Services transferred at a point in time $ 766
$ —
$ 766
Services transferred over time 117
676
793
Total revenues, less transaction-based expenses $ 883
$ 676
$ 1,559


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three months ended March 31, 2020:
Exchanges	$	1,605	$	0	$	0	$	1,605
Fixed income and data services	0		464		0		464
Mortgage technology	0		0		46		46
Total revenues	1,605		464		46		2,115
Transaction-based expenses	556		0		0		556
Total revenues, less transaction-based expenses	$	1,049	$	464	$	46	$	1,559

Timing of Revenue Recognition
Services transferred at a point in time	$	638	$	83	$	44	$	765
Services transferred over time	411		381		2		794
Total revenues, less transaction-based expenses	$	1,049	$	464	$	46	$	1,559

Trading and Clearing Segment Data and Listings Segment Total Consolidated
Three months ended March 31, 2019:
  Transaction and clearing, net $ 862
$ —
$ 862
  Data services —
546
546
  Listings —
111
111
  Other revenues 64
—
64
Total revenues 926
657
1,583
Transaction-based expenses 313
—
313
Total revenues, less transaction-based expenses $ 613
$ 657
$ 1,270

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

The ~~Trading and Clearing~~Exchanges segment revenues above include ~~$89~~$207 million and ~~$60~~$193 million of data services revenues for the three months ended March 31, 2021 and 2020, respectively, and Fixed Income and Data Services segment revenues above include $399 million and $371 million of data services revenues for the three months ended March 31, 2021 and 2020, respectively, for services transferred over time. A majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period. The Exchanges segment revenues above also include $66 million and $78 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, for services transferred over time related to risk management of open interest performance obligations. ~~A majority~~The Fixed Income and Data Services segment revenues above also include $9 million and $10 million for the three months ended March 31, 2021 and 2020, respectively, for services transferred over time related to risk management of ~~these~~open interest performance obligations. The Mortgage Technology segment revenues transferred over time in the table above primarily relate to our origination technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are ~~performed over a short period of time of~~satisfied. Contracts generally range from one ~~month or less.~~year to five years.

~~Beginning in the second quarter of 2019, we have reflected amounts owed under certain third-party revenue share arrangements as technology~~

7. Goodwill and ~~communication operating expenses rather than as had been previously recorded net within transaction and clearing revenues. These are included within our Trading and Clearing segment.~~Other Intangible Assets


6.	~~Goodwill and Other Intangible Assets~~

The following is a summary of the activity in the goodwill balance for the three months ended March 31, ~~2020~~2021 (in millions):

Goodwill balance at December 31, 2019 $ 13,342
Acquisitions 219
Foreign currency translation (36 )
Other activity, net 2
Goodwill balance at March 31, 2020 $ 13,527


Goodwill balance at December 31, 2020	$	21,291

Foreign currency translation	3
Other activity, net	10
Goodwill balance at March 31, 2021	$	21,304

The following is a summary of the activity in the other intangible assets balance for the three months ended March 31, ~~2020~~2021 (in millions):

Other intangible assets balance at December 31, 2019 $ 10,258
Acquisitions 66
Foreign currency translation (42 )
Amortization of other intangible assets (70 )
Other intangible assets balance at March 31, 2020 $ 10,212


Other intangible assets balance at December 31, 2020	$	14,408

Foreign currency translation	4

Amortization of other intangible assets	(159)
Other activity, net	(11)
Other intangible assets balance at March 31, 2021	$	14,242

~~We completed our acquisition of Bridge2 Solutions during the three months ended March 31, 2020 (Note 3).~~ Foreign currency translation adjustments 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. The change in other activity, net, ~~in the goodwill table above~~ primarily relates to adjustments to the fair value of the net tangible and intangible assets relating to acquisitions, with a corresponding adjustment to goodwill. We have performed an analysis of impairment indicators ~~including the economic impact of and our responses to the COVID-19 pandemic,~~ and did 0t recognize any impairment losses on goodwill or other intangible assets during the three months ended March 31, ~~2020.~~2021.


7.	~~Deferred Revenue~~

8. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was ~~$585~~$634 million as of March 31, ~~2020,~~2021, including ~~$504~~$523 million in current deferred revenue and ~~$81~~$111 million in other non-current liabilities. The changes in our deferred revenue during the three months ended March 31,

~~2020~~ 2021 are as follows (in millions):


																	Annual Listings Revenues		Original Listings Revenues		Other Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
	Annual Listings Revenues			Original Listings Revenues			Other Listings Revenues			Data Services and Other Revenues			Total
Deferred revenue balance at December 31, 2019	$	—		$	19		$	94		$	88		$	201
Deferred revenue balance at December 31, 2020																Deferred revenue balance at December 31, 2020	$	0	$	13	$	92	$	95	$	59	$	259
Additions	381			4			21			186			592			Additions	377		9		24		175		19		604
Amortization	(96		)	(5		)	(11		)	(96		)	(208		)	Amortization	(96)		(6)		(12)		(105)		(10)		(229)
Deferred revenue balance at March 31, 2020	$	285		$	18		$	104		$	178		$	585
Deferred revenue balance at March 31, 2021																Deferred revenue balance at March 31, 2021	$	281	$	16	$	104	$	165	$	68	$	634

The changes in our deferred revenue during the three months ended March 31, ~~2019~~2020 are as follows (in millions):

Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total
Deferred revenue balance at December 31, 2018 $ —
$ 25
$ 100
$ 92
$ 217
Additions 382
3
20
139
544
Amortization (96 ) (6 ) (9 ) (85 ) (196 )
Deferred revenue balance at March 31, 2019 $ 286
$ 22
$ 111
$ 146
$ 565


	Annual Listings Revenues		Original Listings Revenues		Other Listings Revenues		Data Services and Other Revenues		Total
Deferred revenue balance at December 31, 2019	$	0	$	19	$	94	$	88	$	201
Additions	381		4		21		186		592
Amortization	(96)		(5)		(11)		(96)		(208)
Deferred revenue balance at March 31, 2020	$	285	$	18	$	104	$	178	$	585

Included in the amortization recognized during the three months ended March 31, 2021 is $62 million related to the deferred revenue balance as of December 31, 2020. Included in the amortization recognized for the three months ended March 31, 2020 is $44 million related to the deferred revenue balance as of ~~January 1, 2020. Included in the amortization recognized for the three months ended March~~December 31, ~~2019 is $45 million related to the deferred revenue balance as of January 1,~~ 2019. As of March 31, ~~2020,~~2021, the remaining deferred revenue balance ~~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 Note 5. 6. Deferred revenue for mortgage technology is related to Ellie Mae and has been included as of March 31, 2021 and December 31, 2020 following our September 2020 acquisition of Ellie Mae.


8.	~~Debt~~

9. Debt

Our total debt, including short-term and long-term debt, consisted of the following as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 (in millions):


	As of March 31, 2021		As of December 31, 2020
Debt:
Short-term debt:
Commercial Paper	$	2,062	$	2,405

Other short-term debt	6		6
Total short-term debt	2,068		2,411
Long-term debt:

2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	499		498
2023 Senior Notes (floating rate senior unsecured notes due June 15, 2023)	1,245		1,244
2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	995		995
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		398
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	796		796
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,245		1,245
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		496
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	593		593
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,232		1,232
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,482		1,481
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,229		1,229
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,230		1,230
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,219		1,219
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,470		1,470
Total long-term debt	14,131		14,126
Total debt	$	16,199	$	16,537

As of
March 31, 2020 As of
December 31, 2019
Debt:
Short-term debt:
Commercial Paper $ 1,814
$ 1,311
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,249
1,248
Other short-term debt 8
10
Total short-term debt 3,071
2,569
Long-term debt:
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) 498
497
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) 398
398
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 795
794
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,244
1,244
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 496
496
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 592
592
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,229
1,229
Total long-term debt 5,252
5,250
Total debt $ 8,323
$ 7,819

Our current fixed rate senior notes of $12.9 billion have a weighted average maturity of 16 years and a weighted average cost of 3.0% per annum.

Credit Facilities

We have a ~~$3.4~~$3.8 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of August ~~9, 2023. The~~21, 2025 and future capacity to increase our borrowings under the Credit Facility ~~includes~~by an ~~option for us to propose an increase in the aggregate amount available for borrowing by up~~

~~to $975~~additional $625 million, subject to the consent of the lenders funding the increase and certain other conditions. NaN amounts were outstanding under the Credit Facility as of March 31, ~~2020.~~2021.

As of March 31, ~~2020,~~2021, of the ~~$3.4~~$3.8 billion that is currently available for borrowing under the Credit Facility, ~~$1.8~~$2.1 billion is required to back-stop the amount outstanding under our U.S. dollar commercial paper program, or the Commercial Paper Program, and ~~$171~~$172 million is required to support certain broker-dealer and other 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 ~~$1.4~~$1.5 billion is available 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.

Our ~~ICE~~ India ~~subsidiary maintains a~~subsidiaries maintain $20 million ~~line~~ of credit lines for ~~its~~their general corporate purposes. As of March 31, ~~2020, ICE India~~2021, they had borrowed $8$6 million, which is reflected as “other short-term debt” in the table above.

Commercial Paper Program

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense. During the three months ended March 31, ~~2020,~~2021, we had net ~~issuances~~repayments of ~~$503~~$343 million under the Commercial Paper ~~Program, the proceeds of which were used to fund the acquisition of Bridge2 Solutions and for general corporate purposes.~~Program.

Commercial paper notes of ~~$1.8~~$2.1 billion with original maturities ranging from one to 70176 days were outstanding as of March 31, ~~2020,~~2021, with a weighted average interest rate of ~~1.72%~~0.33% per annum, and a weighted average remaining maturity of 1941 days.


9.	~~Share-Based Compensation~~

10. Share-Based Compensation

We currently sponsor employee and director stock option, restricted stock and employee stock purchase plans. Stock options and restricted stock are granted at the discretion of the Compensation Committee of our Board of Directors, or Board, based on the estimated fair value 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, restricted stock and under our employee stock purchase plan, net of amounts classified as capitalized software, were ~~$30~~$36 million and ~~$29~~$41 million for the three months ended March 31, 2021 and 2020, ~~and 2019,~~ respectively. This includes the expense related to the Bakkt Incentive Units, described below.

Stock Option Plans

~~The following is a summary of our stock option activity:~~

Number of Options
(in thousands)
Weighted Average
Exercise Price per
Option
Outstanding at December 31, 2019 3,501
$ 51.87
Granted 413
92.63
Exercised (261 ) 42.09
Forfeited (13 ) 67.00
Outstanding at March 31, 2020 3,640
57.15

~~Details of stock options outstanding as of March 31, 2020 were as follows:~~

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 3,640
$ 57.15
6.1 $ 91
Exercisable 2,738
$ 48.93
5.1 $ 87

~~Details of stock options exercised are as follows:~~

Three Months Ended March 31,
Options exercised: 2020 2019
Total intrinsic value of options exercised (in millions) $ 13
$ 8

As of March 31, 2020, there were $13 million in total unrecognized compensation costs related to stock options, which are expected to be recognized over a weighted average period of 2.1 years as the stock options vest.

We use the Black-Scholes option pricing model to value our stock option awards. During the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, we used the assumptions in the table below to compute the value:

Three Months Ended March 31,
Assumptions: 2020 2019
Risk-free interest rate 1.46 % 2.49 %
Expected life in years 5.8
5.9
Expected volatility 20 % 20 %
Expected dividend yield 1.30 % 1.44 %
Estimated weighted-average fair value of options granted per share $ 16.65
$ 15.45


	Three Months Ended March 31,
Assumptions:	2021	2020
Risk-free interest rate	0.64%	1.46%
Expected life in years	5.7	5.8
Expected volatility	24%	20%
Expected dividend yield	1.16%	1.30%
Estimated weighted-average fair value of options granted per share	$22.70	$16.65

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

Restricted Stock Plans

Restricted shares are used as an incentive to attract and retain qualified employees and to ~~increase stockholder returns with~~align our and our stockholders' interests by linking actual performance ~~linked~~ to both short and long-term stockholder ~~return as well as retention objectives.~~return. We issue awards ~~which~~that may contain a combination of time, performance and/or market conditions. The grant date fair value of each award is based on the closing stock price of our stock at the date of grant. For time-based restricted stock, we recognize expense ratably over the vesting period, which is typically three years, net of forfeitures.

In February ~~2020,~~2021, we reserved a maximum of ~~0.9~~0.7 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees. The number of shares ultimately granted under this award will be based on our actual financial performance as compared to financial performance targets set by our Board and the Compensation Committee for the year ending December 31, ~~2020,~~2021, and will also be subject to a market condition reduction based on how our ~~2020~~2021 total stockholder return, or TSR, compares to that of the S&P 500 Index. The maximum compensation expense to be recognized under these performance-based restricted shares is ~~$82~~$77 million if the maximum financial performance target is met and all ~~0.9~~0.7 million shares vest. The compensation expense to be recognized under these performance-based restricted shares will be ~~$41~~$38 million if the target financial performance is met, which would result in ~~0.5~~0.4 million shares vesting. For these awards with performance conditions, we recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable ~~2020~~2021 actual financial performance as compared to the ~~2020~~2021 financial performance targets. As of March 31, ~~2020,~~2021, our best estimate is that the financial performance level will be ~~above~~at target for ~~2020.~~2021. Based on this assessment, we recorded non-cash compensation expense of $5$3 million for the three months ended March 31, ~~2020~~2021 related to these awards and the remaining ~~$49~~$35 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including ~~$24~~$18 million which will be recorded over the remainder of ~~2020.~~2021.

We also issue awards with a market condition but no performance condition. The fair value of these awards is estimated based on a simulation of various outcomes and includes inputs such as our stock price on the grant date, the valuation of historical awards with market conditions, the relatively low likelihood that the market condition will affect the number of shares granted (as the market condition only affects shares granted in excess of certain financial performance targets), and our expectation of achieving the financial performance targets.

~~The following is a summary of nonvested restricted shares under all plans discussed above for the three months ended March 31, 2020:~~

Number of
Restricted
Shares
(in thousands)
Weighted Average
Grant-Date Fair
Value per Share
Nonvested at December 31, 2019 3,728 $ 68.87
Granted 1,288 92.57
Vested (1,868) 64.27
Forfeited (45) 73.25
Nonvested at March 31, 2020 3,103 81.41
16

Performance-based restricted shares have been presented in the table above to reflect the actual shares issued based on the achievement of past performance targets, also considering the impact of any market conditions. Nonvested 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.

Three Months Ended March 31,
2020 2019
Time-based restricted stock units granted
(in thousands) ⁽¹⁾
714
869
Total fair value of restricted stock vested under all restricted stock plans
(in millions) $ 169
$ 149

⁽¹⁾~~The remaining shares granted are performance-based.~~

As of March 31, 2020, there were $184 million in total unrecognized compensation costs related to time-based and performance-based restricted stock. These costs are expected to be recognized over a weighted-average period of 1.9 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 2020.

Bakkt Incentive Units

We sponsor the Bakkt Equity Incentive Plan under which ~~we issue~~Bakkt issues various Bakkt preferred, common and phantom, or participation, equity unit awards. These awards were made to certain employees and ~~Board members.~~board members of Bakkt. The units are unvested at the issuance date, are subject to the vesting terms in the award agreements and upon vesting are converted into Bakkt equity or cash.

During the three months ended March 31, 2020, ~~the~~there was a $300 million capital call related to the acquisition of Bridge2 Solutions that triggered a market condition of certain of these Bakkt equity incentive awards. The market condition is based on numerous possible Bakkt transaction or event scenarios established on the original date of grant, each of which have a fixed fair market value. Over the life of these awards, we are required to estimate the most likely outcome and reflect the cumulative financial statement impact of any changes between outcomes. As a result, during the three months ended March 31, 2020, we incurred a $10 million compensation expense related to these awards ~~which has been~~that was recorded as an acquisition-related cost.


~~10.~~	~~Equity~~

11. Equity

Stock Repurchase Program

In December 2019, our Board approved an aggregate of $2.4 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, 2020. The $2.4 billion replaced the previous amount approved by the Board. During the three months ended March 31, 2020, we repurchased 4.4 million shares of our outstanding common stock at a cost of $400 million under our Rule 10b5-1 trading plan and 3.2 million shares at a cost of $299 million on the open market during an open trading period. As of March 31, 2020, up to $1.7 billion capacity remains from the Board authorization for repurchases of our common stock. We ~~expect to~~ fund repurchases 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, to govern some of the repurchases of our shares of common stock. We~~ may begin or discontinue ~~the~~ stock repurchases at any time and may amend or terminate ~~the~~a Rule 10b5-1 trading plan at any time or enter into additional plans. We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with the Ellie Mae acquisition and had no stock repurchases in the first quarter of 2021. As of March 31, 2021, the remaining balance of Board approved funds for future repurchases is $1.2 billion. The approval of our Board for the share repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board may increase or decrease the amount available for repurchases from time to time.

Dividends

During the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, we declared and paid cash dividends per share of ~~$0.30~~$0.33 and ~~$0.275,~~$0.30, respectively, for an aggregate payout of ~~$166~~$187 million and ~~$157~~$166 million, respectively. The declaration of dividends is subject to the discretion of our Board, and may be affected by various factors, including our future earnings, financial condition, capital requirements, levels of indebtedness, credit ratings, our current and future planned strategic growth initiatives and other considerations which our Board deem relevant.Board. Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, ~~and~~ our financial results and capital requirements and other considerations which our Board deems relevant, 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) (in millions):


	Changes in Accumulated Other Comprehensive Income (Loss) by Component
	Foreign currency translation adjustments		Comprehensive income from equity method investment		Employee benefit plans adjustments		Total















Balance, as of December 31, 2020	$	(134)	$	1	$	(59)	$	(192)
Other comprehensive income (loss)	6		2		0		8
Income tax benefit (expense)	1		(1)		0		0
Net current period other comprehensive income (loss)	7		1		0		8
Balance, as of March 31, 2021	$	(127)	$	2	$	(59)	$	(184)

Changes in Accumulated Other Comprehensive Income (Loss) by Component
Foreign currency translation adjustments Comprehensive income from equity method investment Employee benefit plans adjustments Total

Balance, as of December 31, 2019 $ (177 ) $ 1
$ (67 ) $ (243 )
Other comprehensive income (loss) (90 ) —
—
(90 )
Income tax benefit (expense) —
—
—
—
Net current period other comprehensive income (loss) (90 )
—

—

(90 )
Balance, as of March 31, 2020 $ (267 )
$ 1

$ (67 )
$ (333 )

Changes in Accumulated Other Comprehensive Income (Loss) by Component
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















Balance, as of December 31, 2019	$	(177)	$	1	$	(67)	$	(243)
Other comprehensive income (loss)	(90)		0		0		(90)
Income tax benefit (expense)	0		0		0		0
Net current period other comprehensive income (loss)	(90)		0		0		(90)
Balance, as of March 31, 2020	$	(267)	$	1	$	(67)	$	(333)

~~11.~~

12. Income Taxes

Our effective tax rate was 22% and 21% for ~~both~~ the three months ended March 31, 2021 and 2020, ~~and 2019.~~respectively. The ~~21%~~ effective tax rate for the three months ended March 31, 2021 was higher than the effective tax rate for the comparable period in 2020 ~~is based on~~primarily due to the ~~existing tax law as of the end of the reporting period and reflects a previously scheduled~~ U.K. corporate income tax rate ~~reduction~~increase from 17% to 19%, effective from April 1, 2020, and less excess tax benefits from stock compensation.

The U.K. government, in its recent Finance Bill of 2021, proposed increasing the U.K. corporate income tax rate from 19% to ~~17% in the current reporting year. The U.K. government has publicly announced its intent to remove~~25%, beginning April 1, 2023. We expect this ~~income~~ tax ~~rate reduction, which is expected~~law change to be enacted ~~around July 2020. We~~later in 2021 and we will account for the ~~income tax impact of that law change upon its enactment. Despite the favorable rate reduction, the effective tax rate is 21% for both comparable periods due to prior period~~ deferred tax ~~benefits related to state apportionment changes.~~

effects in the quarter that the tax law is officially enacted.

On March ~~27, 2020,~~11, 2021, the ~~Coronavirus Aid, Relief, and Economic Security~~American Rescue Plan Act, or ~~CARES Act,~~ARPA, was signed into law. The ARPA enacted ~~and~~ certain provisions that are relevant to corporate income ~~tax related relief was provided under the CARES Act. There is no~~tax. These provisions did not have a material impact ~~of the CARES Act~~ on our income tax provision for the three months ended March 31, ~~2020.~~

2021.

~~12.~~

13. Clearing Operations

We operate 6 clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing ~~members.~~members or participants, or Members. Through this central counterparty function, the clearing houses provide financial security for each transaction for the duration of the position by limiting counterparty credit risk.

Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases ~~outside of our~~to third-party execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses":

Clearing House

Products Cleared

Exchange where Executed

Location

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, ICE Futures Abu Dhabi and third-party venues

U.K.

ICE Clear U.S.

Agricultural, metals, FX and ~~equity~~foreign exchange, or FX, index futures and options contracts, equity futures contracts, and digital assets futures contracts

ICE Futures U.S.

U.S.

ICE Clear Credit

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

Creditex ~~OTC~~ 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 and digital assets futures contracts

ICE Futures Singapore

Singapore

ICE NGX

Physical North American natural gas, electricity and oil futures

ICE NGX

Canada

Original & Variation Margin

Each of the ICE Clearing Houses generally requires all ~~clearing members or participants~~Members to deposit collateral in cash or certain pledged assets. The collateral deposits are known as “original margin.” 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 to and from the ICE Clearing Houses due to the marking-to-market of open contracts 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.

The amounts that ~~the clearing members and participants~~Members 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~~Members of the other ICE Clearing Houses.

Should a particular ~~clearing member or participant~~Member 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~~the defaulting Member's 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~~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 limited additional funds from their respective non-defaulting ~~clearing members~~Members on a pro-rata basis, to pay any remaining amount owed.

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the ICE Clearing Houses had received or had been pledged ~~$168.6~~$163.6 billion and ~~$126.0~~$154.1 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~~Member default. With the exception of ICE NGX, each of the ICE Clearing Houses requires that each ~~clearing member~~Member make deposits into a guaranty fund.

In addition, we have contributed our own capital ~~which~~that could be used if a defaulting ~~clearing member’s~~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 are as follows (in millions):

ICE Portion of Guaranty Fund Contribution Default insurance
Clearing House As of
March 31, 2020 As of
December 31, 2019 As of
March 31, 2020 As of
December 31, 2019
ICE Clear Europe $233 $233 $75 $75
ICE Clear U.S. 103
103
25
25
ICE Clear Credit 50
50
50
50
ICE Clear Netherlands 2
2
N/A
N/A
ICE Clear Singapore —
1
N/A
N/A
ICE NGX 15
15
100
100
Total $403 $404 $250 $250


	ICE Portion of Guaranty Fund Contribution		Default insurance
Clearing House	As of March 31, 2021	As of December 31, 2020	As of March 31, 2021	As of December 31, 2020
ICE Clear Europe	$247	$237	$75	$75
ICE Clear U.S.	83	103	25	25
ICE Clear Credit	50	50	50	50
ICE Clear Netherlands	2	2	N/A	N/A
ICE Clear Singapore	1	1	N/A	N/A
ICE NGX	15	15	100	100
Total	$398	$408	$250	$250

Of our total contribution to ICE Clear U.S. above, ~~$35~~as of March 31, 2021, $15 million iswas solely applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts that ICE Clear U.S. may clear in the future. In February 2021, we decreased our contribution to ICE Clear U.S.’s guaranty fund applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts by $20 million from $35 million as of December 31, 2020. In March 2021, we increased our contribution to ICE Clear Europe's guaranty fund by $10 million.

~~In September 2019, we added a~~We maintain default insurance as an additional layer of ~~insurance to our clearing member~~Member default protection. The default insurance was added in September 2019 and has a three-year term for the following clearing houses in the following amounts: ICE Clear ~~Credit~~Europe - ~~$50~~$75 million; ICE Clear ~~Europe~~U.S. - ~~$75~~$25 million and ICE Clear ~~U.S.~~Credit - ~~$25~~$50 million. The default insurance layer resides after and in addition to the ICE Clear ~~Credit,~~Europe, ICE Clear ~~Europe,~~U.S. and ICE Clear ~~U.S.~~Credit SITG contributions and before the guaranty fund contributions of the non-defaulting ~~clearing members.~~Members.

Similar to SITG, the default insurance layer is not intended to replace or reduce the position risk-based amount of the guaranty fund. As a result, the default insurance layer is not a factor that is included in the calculation of the ~~clearing members’~~Members' guaranty fund contribution requirement. Instead, it serves as ~~a new,~~an additional, distinct, and separate default resource that should serve

to further protect the non-defaulting ~~clearing members’~~Members’ guaranty fund contributions from being mutualized in the event of a default.

As of March 31, ~~2020,~~2021, ICE NGX maintains a guaranty fund utilizing a $100 million letter of credit and a default insurance policy, discussed below.

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 ~~clearing members.~~Members. As of March 31, 2021, our cash and cash equivalent margin deposits are as follows (in millions):


	ICE Clear Europe (1)		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	31,977	$	37,753	$	7,477	$	0	$	19	$	77,226
Unsettled variation margin, net	0		0		0		146		0		146
Guaranty fund	4,119		2,930		592		0		5		7,646
Delivery contracts receivable/payable, net	0		0		0		590		0		590
Total	$	36,096	$	40,683	$	8,069	$	736	$	24	$	85,608

As of December 31, 2020, our cash and cash equivalent margin deposits, are as follows (in millions):


	ICE Clear Europe ⁽¹⁾		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total			ICE Clear Europe (2)		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	44,561	$	40,797	$	15,375	$	—	$	5	$	100,738	Original margin	$	33,726	$	34,922	$	7,288	$	0	$	12	$	75,948
Unsettled variation margin, net	—		—		—		217		—		217		Unsettled variation margin, net	0		0		0		99		0		99
Guaranty fund	4,449		2,613		494		—		5		7,561		Guaranty fund	4,374		2,574		502		0		5		7,455
Delivery contracts receivable/payable, net	—		—		—		347		—		347		Delivery contracts receivable/payable, net	0		0		0		581		0		581
Total	$	49,010	$	43,410	$	15,869	$	564	$	10	$	108,863	Total	$	38,100	$	37,496	$	7,790	$	680	$	17	$	84,083

~~As of December 31, 2019, our cash and cash equivalent margin deposits, are as follows (in millions):~~

ICE Clear Europe ⁽²⁾
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses Total
Original margin $ 28,318
$ 22,145
$ 6,802
$ —
$ 2
$ 57,267
Unsettled variation margin, net —
—
—
255
—
255
Guaranty fund 4,144
2,268
463
—
5
6,880
Delivery contracts receivable/payable, net —
—
—
585
—
585
Total $ 32,462
$ 24,413
$ 7,265
$ 840
$ 7
$ 64,987

⁽¹⁾ ~~$40.0~~$31.2 billion and ~~$9.0~~$4.9 billion is related to futures/options and CDS, respectively.

⁽²⁾$~~27.4~~31.8 billion and ~~$5.1~~$6.3 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~~highly-rated 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.

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. have entered into Committed Repurchase Agreement Facilities, or Committed Repo. Additionally, ICE Clear Credit and ICE Clear Netherlands have entered into Committed FX Facilities to support these liquidity needs. As of March 31, ~~2020~~2021 the following facilities were in place:

•

•ICE Clear Europe: $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 million in Committed Repo to finance U.S. dollar deposits.

•~~$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 million in Committed Repo to finance U.S. dollar deposits.~~


•	ICE Clear Netherlands: €10 million in Committed FX Facilities to finance euro payment obligations.

Details of our cash and cash equivalent deposits are as follows (in millions):


Clearing House	Investment Type	As of March 31, 2021		As of December 31, 2020
ICE Clear Europe	National Bank Account (1)	$	7,229	$	10,887
ICE Clear Europe	Reverse repo	24,896		23,696
ICE Clear Europe	Sovereign Debt	3,953		3,501
ICE Clear Europe	Demand deposits	18		16
ICE Clear Credit	National Bank Account	35,069		30,275
ICE Clear Credit	Reverse repo	3,211		4,520
ICE Clear Credit	Demand deposits	2,403		2,701
ICE Clear U.S.	Reverse repo	7,169		5,690
ICE Clear U.S.	Sovereign Debt	900		2,100
Other ICE Clearing Houses	Demand deposits	24		17
ICE NGX	Unsettled Variation Margin and Delivery Contracts Receivable/Payable	736		680
Total		$	85,608	$	84,083

Clearing House Investment Type As of
March 31, 2020 As of
December 31, 2019
ICE Clear Europe
National Bank Account ⁽¹⁾
$ 11,618
$ 9,667
ICE Clear Europe Reverse repo 27,291
19,187
ICE Clear Europe Sovereign Debt 10,094
3,591
ICE Clear Europe Demand deposits 7
17
ICE Clear Credit National Bank Account 35,183
19,480
ICE Clear Credit Reverse repo 3,035
2,411
ICE Clear Credit Demand deposits 5,192
2,522
ICE Clear U.S. Reverse repo 5,050
4,320
ICE Clear U.S. Sovereign Debt 10,819
2,945
Other ICE Clearing Houses Demand deposits 10
7
ICE NGX Unsettled Variation Margin and Delivery Contracts Receivable/Payable 564
840
Total $ 108,863
$ 64,987

⁽¹⁾As of March 31, ~~2020,~~2021, ICE Clear Europe held ~~€8.3~~€3.8 billion ($~~9.1~~4.5 billion based on the euro/U.S. dollar exchange rate of ~~1.1035~~1.1731 as of March 31, ~~2020)~~2021) at De Nederlandsche Bank, or DNB, £2.0 billion ($~~2.5~~2.8 billion based on the pound sterling/U.S. dollar exchange rate of ~~1.2414~~1.3782 as of March 31, ~~2020)~~2021) at the Bank of England, or BOE, and €10 million ($1112 million based on the above exchange rate) at the BOE. As of December 31, ~~2019,~~2020, ICE Clear Europe held ~~€8.0~~€6.3 billion ($~~9.0~~7.7 billion based on the euro/U.S. dollar exchange rate of ~~1.1212~~1.2216 as of December 31, ~~2019)~~2020) at DNB, ~~£500 million~~£2.3 billion ($~~663 million~~3.1 billion based on the pound sterling/U.S. dollar exchange rate of ~~1.3260~~1.3665 as of December 31, ~~2019)~~2020) at the BOE and €10 million ($1112 million based on the above exchange rate) at the BOE.

Other Deposits

In addition to the cash deposits above, the ICE Clearing Houses have also received other assets from ~~clearing members,~~Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, or gold on rare occasions at ICE Clear Europe, 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.~~Members. Any gain or loss accrues to the ~~clearing member.~~Member. The ICE Clearing Houses do not, in the ordinary course, rehypothecate or re-pledge these assets. These pledged assets are not reflected in our balance sheets, and are as follows (in millions):

As of March 31, 2020

ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Total
Original margin:
Government securities at face value $ 29,171
$ 11,682
$ 15,100
$ —
$ 55,953
Letters of credit —
—
—
2,184
2,184
ICE NGX cash deposits —
—
—
260
260
Total $ 29,171
$ 11,682
$ 15,100
$ 2,444
$ 58,397
Guaranty fund:
Government securities at face value $ 443
$ 678
$ 213
$ —
$ 1,334


	As of March 31, 2021
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	46,367	$	8,789	$	18,302	$	0	$	73,458
Letters of credit	0		0		0		2,773		2,773
ICE NGX cash deposits	0		0		0		542		542
Total	$	46,367	$	8,789	$	18,302	$	3,315	$	76,773
Guaranty fund:
Government securities at face value	$	552	$	333	$	284	$	0	$	1,169

As of December 31, 2019

ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Total
Original margin:
Government securities at face value $ 30,635
$ 13,710
$ 12,633
$ —
$ 56,978
Letters of credit —
—
—
2,469
2,469
ICE NGX cash deposits —
—
—
362
362
Total $ 30,635
$ 13,710
$ 12,633
$ 2,831
$ 59,809
Guaranty fund:
Government securities at face value $ 475
$ 523
$ 243
$ —
$ 1,241


	As of December 31, 2020
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	36,295	$	9,523	$	20,216	$	0	$	66,034
Letters of credit	0		0		0		2,329		2,329
ICE NGX cash deposits	0		0		0		405		405
Total	$	36,295	$	9,523	$	20,216	$	2,734	$	68,768
Guaranty fund:
Government securities at face value	$	508	$	515	$	250	$	0	$	1,273

ICE NGX

ICE NGX is the central counterparty to ~~participants~~Members 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~~Member's open position falls outside a specified percentage of its pledged collateral.

ICE NGX requires ~~participants~~Members to maintain cash or letters of credit to serve as collateral in the event of default. The cash is maintained in a segregated bank account, held in trust and remains the property of the ~~participant,~~Member, therefore, it is not included in our balance sheets. ICE NGX maintains the following accounts with a third-party Canadian chartered bank which are available in the event of physical settlement shortfalls, subject to certain conditions:

Account Type
As of March 31, 2020
(In C$ millions)

As of March 31, 2020
(In $USD millions)
Daylight liquidity facility C$300 $214
Overdraft facility 20
14
Total C$320 $228

Account Type

As of March 31, 2021

(In C$ millions)

As of March 31, 2021

(In $USD millions)

Daylight liquidity facility

C$300

$239

Overdraft facility

Total

C$320

$255

As of March 31, ~~2020,~~2021, ICE NGX maintains a guaranty fund of $100 million funded by a letter of credit issued by a major Canadian chartered bank, and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government. In the event of a participant default where the ~~participant’s~~Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $100 million beyond the $15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

Clearing House Exposure

Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its ~~clearing members or participants.~~Members. To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards. Excluding the effects of original and variation margin, guaranty fund and collateral requirements, the ICE Clearing Houses’ maximum estimated exposure for this guarantee is ~~$149.5~~$143.9 billion as of March 31, ~~2020,~~2021, which represents the maximum estimated value by the ICE Clearing Houses of a hypothetical one-day movement in 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 time for those particular unsettled contracts. Future actual market price volatility could result in the exposure being significantly different than this amount.

~~13.~~14. Legal Proceedings

WeIn the ordinary course of our business, from time to time we are subject to legal proceedings, lawsuits, government investigations and other claims with respect to a variety of matters. In addition, we are subject to periodic reviews, inspections, examinations and investigations ~~that arise~~by regulators in the ~~ordinary course~~U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our ~~business. These include the matters described in Part I, Item 3 “Legal Proceedings” and Note 15 to the consolidated financial statements in Part II, Item 8 of our 2019 Form 10-K.~~business or other sanctions. We record estimated expenses and reserves for ~~those~~legal or regulatory matters ~~in circumstances~~or other claims when athese matters present loss ~~contingency is considered~~contingencies that are 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. WeWhile the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe

that the liabilities, if any, which may ultimately result from the resolution of ~~these~~the various legal and regulatory matters that arise in the ordinary course of our business, including the matters described below ~~will~~and in Note 15 to the consolidated financial statements in Part II, Item 8 of our 2020 Form 10-K, are likely to 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~~these legal ~~proceedings, claims~~ and ~~investigations. A~~regulatory matters. Other than a $30 million accrual for potential legal settlements recorded as of December 31, 2020, a range of possible losses related to ~~the~~certain cases ~~below~~ cannot be reasonably estimated at this time, except as otherwise disclosed ~~below.~~below and in Note 15 to the consolidated financial statements in Part II, Item 8 of our 2020 Form 10-K. Individual matter disclosures in this Form 10-Q are limited to new significant matters or significant updates on existing matters since our most recent Form 10-K.

~~LIBOR Litigation~~ICE Data Pricing & Reference Data Matter

~~On January~~As described at greater length in Note 15 ~~2019 and January 31, 2019, 2 virtually identical purported class action complaints were filed by, respectively, Putnam Bank,~~to the consolidated financial statements in Part II, Item 8 of our 2020 Form 10-K, our subsidiary ICE Data Pricing & Reference Data, LLC, or PRD, is a ~~savings bank based in Putnam, Connecticut, and 2 municipal pension funds affiliated with the City of Livonia, Michigan~~registered investment advisor in the ~~U.S. District Court~~business of, among other things, providing clients with evaluated pricing and other information for ~~the Southern District~~fixed-income securities.

Until October 1, 2020, PRD had a business practice of ~~New York against ICE and several of~~passing through third-party price quotes, or broker quotes, in certain fixed income securities as-is to 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 4, 2019, a virtually identical complaint was filed on behalf of 4 retirement and benefit funds affiliatedclients when PRD did not believe it had sufficient information to produce an evaluated price for such securities. PRD’s legacy business practices with ~~the 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~~respect to broker quotes received from a ~~reference panel (which includes~~now-bankrupt entity named Live Well Financial, Inc., or Live Well, had led to assertions of liability against PRD by Live Well’s bankruptcy trustee, or the ~~Panel Bank Defendants). On July 1, 2019,~~Trustee, and certain of Live Well’s financial institution creditors. As of April 2021, PRD had resolved the ~~various plaintiffs referenced above filed a consolidated amended complaint against~~potential claims of the ~~ICE~~Trustee and ~~Panel Bank Defendants.~~

~~The plaintiffs seek~~all but one of Live Well’s financial institution creditors. PRD continues 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 one-month or three-month USD LIBOR-benchmarked rate during the period from February 1, 2014deny any wrongdoing, and to the ~~present. The plaintiffs allege that the ICE and Panel Bank Defendants engaged in a conspiracy~~extent any unresolved assertions relating to ~~set the LIBOR benchmark at artificially low levels, with an alleged purpose and effect of depressing payments by the Panel Bank Defendants to members of the purported class.~~

As with the individual complaints, the consolidated amended complaint asserts a claim for violations of the Sherman and Clayton Antitrust Acts and seeks unspecified treble damages and other relief. The ICE and Panel Bank Defendants filed motions to dismiss the consolidated amended complaint on August 30, 2019. The district court heard oral arguments on the motions on January 30, 2020, and on March 26, 2020 the court issued a decision and order granting the ICE and Panel Bank Defendants' motions to dismiss for failure to state a claim. Among other things, the court found that the amended complaint “…is made up of almost entirely conclusory allegations and is essentially devoid of any evidence, direct or circumstantial, to support the conclusion that Defendants colluded with one another.” On April 24, 2020, the plaintiffs filed a notice of appeal of the district court’s decision. ICE intends to oppose the appeal and to continuebroker quotes PRD received from Live Well become litigated matters, we plan to vigorously defend ~~the matter.~~any such litigation.

~~City of Providence Litigation~~

In the City of Providence litigation, the district court entered an order on May 28, 2019 denying the motions to dismiss filed by the defendant exchanges (which include New York Stock Exchange LLC and NYSE Arca, Inc., two of our subsidiaries). The exchanges filed a motion in the district court on June 17, 2019 asking the court to certify the matter for an immediate appeal to the U.S. Court of Appeals for the Second Circuit and on July 16, 2019, the court denied the exchanges' motion. On July 25, 2019, the exchanges filed answers to the second amended complaint, denying the principal allegations of the plaintiffs, denying liability in the matter, and asserting various affirmative defenses. The discovery period in the matter commenced and is scheduled to continue through 2020. For further information on our legal and regulatory matters, please see Note 15 to the ~~City~~consolidated financial statements in Part II, Item 8 of ~~Providence litigation, see~~ our ~~2019~~2020 Form 10-K.

~~14.~~15. 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 certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity investments, and short-term and long-term debt.

The fair value of our financial instruments 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. • ~~— 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.

Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement. ~~As of March 31, 2020, we considered the impacts of the COVID-19 pandemic~~

~~on our fair value assessments, and determined no impairment indicators to be present. We will continue to monitor these fair values in future periods if, or as, circumstances change.~~

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. These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income.

MERS is part of our ICE Mortgage Services business and as of March 31, 2020 and December 31, 2019, held fixed income investments as part of a reserve fund in order to satisfy the original terms of the governing documents of our June 2016 acquisition of a majority equity position in MERS. The majority of these investments are held in U.S. Treasuries and measured at fair value using Level 1 inputs with adjustments recorded to other current liabilities. The remaining amount of the reserve fund is held in other fixed income investments and measured using Level 2 inputs.

Excluding our equity investments without a readily determinable fair value, the fair values of 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, ~~2020~~2021 or December 31, ~~2019.~~2020.

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, ~~2020 and December 31, 2019,~~2021, 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, ~~2020,~~2021, we evaluated ~~transactions involving~~ these investments ~~and~~to identify if any increase or decrease in the value of the investment had occurred, including qualitative considerations of impairment as discussed above, and concluded that no fair value adjustments were required under this election.

See Note 1213 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, ~~2020.~~2021. The fair values of our fixed rate notes were estimated using quoted market prices for these instruments. The fair value of our commercial paper includes a discount and other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of March 31, ~~2020.~~2021.

As of March 31, 2020
(in millions)
Debt: Carrying Amount Fair value
Commercial Paper $ 1,814
$ 1,820
Other short-term debt 8
8
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,249
1,252
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) 498
509
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) 398
421
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 795
866
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,244
1,321
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 496
524
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 592
641
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,229
1,454
Total debt $ 8,323
$ 8,816


	As of March 31, 2021
	(in millions)
Debt:	Carrying Amount		Fair value
Commercial Paper	$	2,062	$	2,065
Other short-term debt	6		6
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	499		513
2023 Senior Notes (floating rate senior unsecured notes due June 15, 2023)	1,245		1,252
2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	995		1,003
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		427
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	796		868
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,245		1,375
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		543
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	593		662
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,232		1,204
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,482		1,375
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,229		1,158
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,230		1,405
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,219		1,161
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,470		1,346
Total debt	$	16,199	$	16,363

16. Segment Reporting


~~15.~~	~~Segment Reporting~~

We ~~operate~~previously operated as 2 reportable business ~~segments:~~segments, but effective October 1, 2020, we realigned our ~~Trading~~businesses as part of a review of, and ~~Clearing segment~~changes in, our organizational structure following our acquisition of Ellie Mae. As a result, we changed our internal financial reporting and ~~our Data and Listings segment.~~determined that a change in reportable segments had occurred. This presentation is reflective of how our chief operating decision maker reviews and operates our business.

In addition, beginning in the first quarter of 2021, origination technology revenues include those related to our ICE Mortgage Technology network (previously reported in closing solutions revenues) and closing solutions revenues now include registration revenues related to MERS (previously reported in other revenues). We believe these changes more accurately reflect how we operate the business. The prior year period has been adjusted to reflect these changes.

As of March 31, 2021, our business is conducted through 3 reportable business segments, comprised of the following:

•Our ~~Trading and Clearing~~Exchanges segment ~~comprises~~includes our ~~transaction-based~~global futures platforms for trade execution and clearing, ~~businesses. Our Data~~NYSE trading and ~~Listings segment comprises our~~listings and various data services related to those platforms;

•Our Fixed Income and Data Services segment includes our ~~securities listings~~fixed income and data analytics offerings, including pricing and reference data, analytics and indices, fixed income execution, or ICE Bonds, CDS clearing, our consolidated feeds, ICE Global Network businesses, other multi-asset class data and network services; and

•Our Mortgage Technology segment provides mortgage technology solutions for the U.S. residential mortgage market from application through closing and the secondary market.

While revenues are recorded specifically in the segment in which they are ~~both largely subscription-based.~~ earned or to 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 more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments. Our October 1, 2020 change in business segment presentation triggered a reallocation of our segment operating expenses. Prior periods have been adjusted to reflect this change.

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 23 segments do not engage in intersegment transactions.

Financial data for our business segments is as follows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 (in millions):

Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
Trading and Clearing Segment Data and Listings Segment Consolidated Trading and Clearing Segment Data and Listings Segment Consolidated
Revenues:
Energy futures and options contracts $ 353
$ —
$ 353
$ 229
$ —
$ 229
Agricultural and metals futures and options contracts 84
—
84
62
—
62
Financial futures and options contracts 123
—
123
83
—
83
Cash equities and equity options 669
—
669
390
—
390
Fixed income and credit 122
—
122
87
—
87
OTC and other transactions 13
—
13
11
—
11
Pricing and analytics —
276
276
—
266
266
Exchange data and feeds —
180
180
—
176
176
Desktops and connectivity —
108
108
—
104
104
Listings —
112
112
—
111
111
Other revenues 75
—
75
64
—
64
Revenues 1,439
676
2,115
926
657
1,583
Transaction-based expenses 556
—
556
313
—
313
Revenues, less transaction-based expenses 883
676
1,559
613
657
1,270
Operating expenses 310
367
677
228
377
605
Operating income $ 573
$ 309
$ 882
$ 385
$ 280
$ 665


	Three Months Ended March 31, 2021
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	310	$	0	$	0	$	310
Agricultural and metals futures and options	59		0		0		59
Financial futures and options	105		0		0		105
Cash equities and equity options	734		0		0		734
OTC and other	77		0		0		77
Data and connectivity services	207		0		0		207
Listings	114		0		0		114
Fixed income execution	0		14		0		14
CDS clearing	0		55		0		55
Fixed income data and analytics	0		264		0		264
Other data and network services	0		135		0		135
Origination technology	0		0		254		254
Closing solutions	0		0		70		70
Data and analytics	0		0		18		18
Other	0		0		13		13
Revenues	1,606		468		355		2,429
Transaction-based expenses	632		0		0		632
Revenues, less transaction-based expenses	974		468		355		1,797
Operating expenses	321		335		249		905
Operating income	$	653	$	133	$	106	$	892

Revenue from 2 clearing members of the Trading and Clearing segment comprised $212 million, or 24% of our Trading and Clearing revenues, less transaction-based expenses for the three months ended March 31, 2020.


	Three Months Ended March 31, 2020
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	353	$	0	$	0	$	353
Agricultural and metals futures and options	84		0		0		84
Financial futures and options	123		0		0		123
Cash equities and equity options	669		0		0		669
OTC and other	71		0		0		71
Data and connectivity services	193		0		0		193
Listings	112		0		0		112
Fixed income execution	0		21		0		21
CDS clearing	0		72		0		72
Fixed income data and analytics	0		245		0		245
Other data and network services	0		126		0		126

Closing solutions	0		0		44		44

Other	0		0		2		2
Revenues	1,605		464		46		2,115
Transaction-based expenses	556		0		0		556
Revenues, less transaction-based expenses	1,049		464		46		1,559
Operating expenses	322		330		25		677
Operating income	$	727	$	134	$	21	$	882

Revenue from 1 clearing member of the ~~Trading and Clearing~~Exchanges segment comprised ~~$95~~$109 million, or ~~16%~~11% of our ~~Trading and Clearing~~Exchanges revenues less transaction-based expenses ~~for~~during the three months ended March 31, ~~2019.~~2021. Revenue from 1 clearing member of the Exchanges segment comprised $116 million, or 11% of our Exchanges revenues less transaction-based expenses during the three months ended March 31, 2020. 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~~during the three months ended March 31, ~~2020 and 2019.~~2021 or 2020.


~~16.~~	~~Earnings Per Common Share~~

17. 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 three months ended March 31, ~~2020~~2021 and ~~2019~~2020 (in millions, except per share amounts):

Three Months Ended March 31,
2020 2019
Basic:
Net income attributable to Intercontinental Exchange, Inc. $ 650
$ 484
Weighted average common shares outstanding 552
568
Basic earnings per common share $ 1.18
$ 0.85
Diluted:
Weighted average common shares outstanding 552
568
Effect of dilutive securities - stock options and restricted shares 3
2
Diluted weighted average common shares outstanding 555
570
Diluted earnings per common share $ 1.17
$ 0.85


	Three Months Ended March 31,
	2021		2020
Basic:
Net income attributable to Intercontinental Exchange, Inc.	$	646	$	650
Weighted average common shares outstanding	562		552
Basic earnings per common share	$	1.15	$	1.18
Diluted:
Weighted average common shares outstanding	562		552
Effect of dilutive securities - stock options and restricted stock	3		3
Diluted weighted average common shares outstanding	565		555
Diluted earnings per common share	$	1.14	$	1.17

Basic earnings per common share is calculated using the weighted average common shares outstanding during the period. The weighted average common shares outstanding increased during the three months ended March 31, 2021 from the comparable period in 2020 primarily due to the stock issued for the Ellie Mae acquisition, partially offset by 2020 stock repurchases. Common equivalent shares from stock options and restricted stock awards, calculated using the treasury stock method, are included

in the diluted per share calculations unless the effect of their inclusion would be antidilutive. During the three months ended March 31, 2021 and 2020, 190,000 and ~~2019,~~ 246,000 ~~and 813,000~~ outstanding stock options, respectively, were not included in the computation of diluted earnings per common share, because to do so would have had an antidilutive effect. In addition, we have excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan ~~we have excluded preferred and common incentive units~~ because they are also antidilutive. Certain figures in the table above may not recalculate due to rounding.


~~17.~~	~~Subsequent Events~~

18. Subsequent Events

On April 14, 2021, Coinbase, a company in which we owned preferred stock which represented a 1.4% ownership share on a fully-diluted, as-converted basis, completed an IPO (Note 5). On April 15, 2021, we completed the sale of our investment in Coinbase for $1.24 billion, and will record a gain of $1.23 billion in the second quarter of 2021 as other income in our consolidated statement of income.

We have evaluated subsequent events and determined that no other events or transactions 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

In this Quarterly Report on Form 10-Q, or Quarterly Report, 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. All references to “options” or “options contracts” in the context of our futures products refer to options on futures contracts. Solely for convenience, references in this Quarterly Report to any trademarks, service marks and trade names owned by ICE are listed without the ®, ™ and © symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names.

We also include references to third-party trademarks, trade names and service marks in this Quarterly Report. Except as otherwise expressly noted, our use or display of any such trademarks, trade names or service marks is not an endorsement or sponsorship and does not indicate any relationship between us and the parties ~~who~~that own such marks and names.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report. Due to rounding, figures in tables may not sum exactly.

Forward-Looking Statements

This Quarterly Report, ~~on Form 10-Q,~~ 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.

These forward-looking statements relate to future events or our future financial performance and are based on our present beliefs and assumptions as well as the information currently available to us. They 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.

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. Although we believe that the expectations reflected in the forward-looking 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;~~conditions, political uncertainty and discord;

•the impacts of the COVID-19 pandemic on our business, results of operations and financial ~~condition;~~condition as well as the broader business environment;

•the impact of the introduction of or any changes in laws, regulations, rules or government policies with respect to financial markets, climate change, 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, foreign exchange rates, and mortgage origination ~~and refinancing~~ trends;

•the business environment in which we operate and trends in our industry, including trading volumes, prevalence of clearing, demand for data services, mortgage lending activity, fees, changing regulations, competition and consolidation;

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

•our ~~equity~~exchanges’ and ~~options exchanges’~~clearing houses' 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 execute our growth strategy, identify and effectively pursue, implement and integrate acquisitions and strategic alliances and realize the synergies and benefits of such transactions within the expected time frame;

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

•our ability to keep pace with technological developments and client preferences;

•our ability to ensure that the technology we utilize is not vulnerable to ~~cyber-attacks,~~cyberattacks, hacking and other cybersecurity risks or other disruptive events or to minimize the impact of any such events;

•our ability to keep information and data relating to the customers of the users of the software and services provided by our ICE Mortgage Technology business confidential;

•our ability to identify trends and adjust our business to benefit from such ~~trends;~~trends, including trends in the U.S. mortgage industry such as interest rates, new home purchases, refinancing activity, and home builder and buyer sentiment, among others;

•our ability to evolve our benchmarks and indices in a manner that maintains or enhances their reliability and relevance;

•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 ~~secure~~incur additional ~~debt;~~debt and pay off our existing debt in a timely manner;

•our ability to maintain existing market participants and data and mortgage technology 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;

•our ability to realize the expected benefits of our acquisition of Ellie Mae and our majority investment in Bakkt, which could result in additional unanticipated costs and risks; and

•our ability to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams through digital currency transactions that are easily exploited.

These risks and other factors include those set forth in Part 1, Item 1(A) under the caption “Risk Factors” in our ~~Annual Report on Form 10-K for the year ended December 31, 2019, or our 2019~~2020 Form 10-K, as filed with the SEC on February ~~6, 2020.~~4, 2021. Due to the uncertain nature of these factors, 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.

Any 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. New factors may emerge and it is not possible to predict all factors that may affect our business and prospects.

Overview

We are a ~~leading global operator of regulated exchanges, clearing houses and listings venues, and a~~ provider of market infrastructure, data services ~~for commodity,~~and technology solutions to a broad range of customers including financial institutions, corporations and government entities. These products, which span major asset classes including futures, equities, fixed income and equity markets. We operate regulated marketplaces for listing, trading and clearing of a broad array of derivatives contracts and securities across major asset classes. These asset classes include: energy and agricultural commodities, metals, interest rates, equities, ETFs, credit derivatives, digital assets, bonds and currencies. We also offer mortgage and technology services to the mortgage industry. In addition, we offer comprehensive data services to support the trading, investment, risk management and connectivity needs of customers around the world and across asset classes.

~~Our exchanges include derivative exchanges in the U.S., U.K., EU, Canada and Singapore, and cash equities, equity options and bond 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 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 data services, weresidential mortgages, provide ~~comprehensive solutions for~~ our customers ~~to manage risk and raise capital through liquid markets, benchmark products,~~with access to ~~capital markets~~mission critical workflow tools that are designed to increase asset class transparency and ~~related services. Our business is conducted as~~workflow efficiency. Prior to October 2020, we reported our results in two ~~reportable business segments,~~segments. We now report our ~~Trading~~results in three segments: Exchanges, Fixed Income and ~~Clearing segment~~Data Services, and ~~our Data and Listings segment, and the~~Mortgage Technology. The majority of our identifiable assets are located in the U.S. and U.K.

•In our Exchanges segment, we operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities.

•In our Fixed Income and Data Services segment, we provide fixed income pricing, reference data, indices and execution services as well as global CDS clearing and multi-asset class data delivery solutions.

•In our Mortgage Technology segment, we provide an end-to-end technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage market.

Recent Developments

~~COVID-19~~Bakkt Transaction

On January 11, 2021, we announced that Bakkt, a trusted digital asset marketplace we launched in 2018 enabling institutions and consumers to buy, sell, store and spend digital assets, had entered into a definitive agreement to combine with VIH, a special purpose acquisition company sponsored by VPC.

The ~~coronavirus (COVID-19) pandemic has created economic~~business combination between Bakkt and ~~financial disruptions globally~~VIH is expected to result in over $500 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $207 million of cash held in VIH’s trust account, and ~~has led governmental authorities to take unprecedented measures to mitigate the spread~~a $325 million concurrent private placement, or PIPE, of Class A common stock of the ~~disease,~~combined company, priced at $10.00 per share, including ~~travel bans, border closings,~~a $50 million commitment from us. The newly combined company will be renamed Bakkt Holdings, Inc. and is expected to be listed on the NYSE.

Following completion of the business ~~closures, quarantines~~combination, which is expected to occur by the end of the second quarter of 2021, we are expected to have a 65% economic interest and ~~shelter-in-place orders,~~a minority voting interest in the combined company. Following the closing, we will have a minority voting interest in the combined company and ~~to take actions designed to stabilize markets and promote economic growth.~~

From an operational perspective, our businesses, including our exchanges, clearing houses, listing venues, and data services businesses, have remained open and we do not have any plans to close any of our business operations as a ~~result~~consequence, we expect to deconsolidate Bakkt and treat it as an equity method investment within our financial statements.

Launch of ICE Futures Abu Dhabi

On March 29, 2021, we launched trading in ICE Murban Crude Oil futures, the ~~COVID-19 pandemic. However, as a result of the COVID-19 pandemic, we have taken preventative measures~~

and implemented contingency plans, and currently most of our employees are working remotely, with only operationally essential employees working on-site at our facilities for business continuity purposes. In particular, NYSE, one of our subsidiaries, has initiated fully electronic trading for its exchanges and temporarily closed all trading floors. Those employees working on-site are utilizing an alternating framework to allow for social distancing. These measures are in compliance, as necessary, with local government mandates and social distancing directives. Our employees have ceased all travel for work-related activity.

Global health concerns relating to COVID-19 and preventive measures taken to reduce its spread have created significant volatility in the financial markets, which has resulted in higher trading volumes for some of our products and increased demand for our services.

~~The extent of the impact of the pandemic~~world’s first Murban futures contract on our ~~business will depend largely on future developments, including~~new exchange, ICE Futures Abu Dhabi Limited, or IFAD. IFAD was launched with the ~~duration~~Abu Dhabi National Oil Company, or ADNOC, and spread of the outbreak, its severity and the actions taken to contain the disease or treat its impact. We continue to monitor this dynamic situation, including guidance and regulations issued by U.S. and other governmental authorities. In light of the rapidly evolving nature of the COVID-19 outbreak, we are not able at this time to estimate the ultimate effect of the pandemic on our business, results of operations or financial condition in the future.

~~Acquisition of Bridge2 Solutions~~

~~On February 21, 2020, we acquired Bridge2 Solutions, a leading provider of loyalty solutions for merchants and consumers. Bridge2 Solutions enables some~~nine of the world’s ~~leading brands~~largest energy traders.

ICE Murban Crude Oil Futures opened for trading along with 18 Murban-related cash settled derivatives and inter-commodity spreads. Murban futures investors from jurisdictions including ADGM, the U.S., Singapore, the U.K., Switzerland, the Netherlands, France, Norway, Australia, Japan and South Korea, are able to ~~engage~~trade on IFAD. IFAD has 27 Exchange Members and 20 Clearing Members. Contracts traded on IFAD are cleared at ICE Clear Europe alongside ICE’s global energy futures platform, allowing customers to benefit from critical margin offsets to enhance capital efficiency. As of April 20, 2022, open interest was more than 42,000 contracts and ~~drive loyalty. It powers incentive and employee perk programs for companies across~~ a ~~wide spectrum~~total of ~~industries.~~132,450 contracts have traded with 49 firms having traded on IFAD since the launch.

Regulation

Our activities and the markets in which we operate are subject to regulations that impact us as well as our customers, and, in turn, meaningfully influence our activities, the manner in which we operate and our strategy. We are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., EU, Canada, Singapore and ~~Abu Dhabi Global Markets.~~ADGM. Failure to satisfy regulatory requirements can or may give rise to sanctions by the applicable regulator.

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. During at least the second half of the last quarter, global policy makers have been focused on the impact of and responses to the COVID-19 pandemic. As a consequence, many regulatory initiatives have been postponed. 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 ~~2019~~2020 Form 10-K for a discussion of the primary regulations applicable to our business and certain risks associated with those regulations.

Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers’ businesses. Our key areas of focus on these evolving efforts are:

•Brexit implications. On January 1, 2021, the U.K. completed its withdrawal from the EU, commonly referred to as Brexit. As ~~discussed~~a result, as of January 1, 2021, EU law no longer applies in ~~Part~~and to the U.K. In connection with the completion of the U.K.'s withdrawal, the U.K. and EU finalized a trade and cooperation agreement, which was provisionally applied as of January 1, ~~Item 1~~2021. The trade and cooperation agreement does not cover financial services.

Instead, in March 2021, the U.K. and EU agreed on a Memorandum of Understanding establishing the framework for regulatory cooperation on financial services, but there continues to be uncertainty surrounding specific terms that may impact the financial services industry and our ~~2019 Form 10-K, the implementation~~business operations.

•Requirement that European and U.K. exchanges and CCPs offer non-discriminatory access. The non-discriminatory access provisions of the U.K.'s Markets in Financial Instruments Directive II, or U.K. MiFID II, and ~~its counterpart~~ the EU Markets in Financial Instruments Directive II, or EU MiFID II, would require both our U.K. and European ~~Market Infrastructure Regulation,~~exchanges and central counterparties, or ~~EMIR, may result in operational, regulatory~~CCPs, to offer access to third parties on commercially reasonable terms. In addition, both the U.K. MiFID II and the EU MiFID II could require our U.K. and European exchanges and CCPs to allow participants to trade and/or ~~business risk.~~

Asclear at other venues, which may encourage competing venues to offer lookalikes of our products. On July 3, 2020, the application of these non-discriminatory access requirements for EU exchange-traded derivatives under EU MiFID II was postponed until July 3, 2021. This postponement did not form part of EU law retained by the ~~ongoing review~~U.K. at the end of ~~MiFID II,~~ the Brexit transition period. U.K. Treasury is currently reviewing the suitability of these requirements for U.K. markets.

•Continued access by EU market participants to U.K. CCPs and exchanges. The European Commission, or EC, ~~and~~adopted an 18-month temporary equivalence decision for U.K. CCPs, which began to apply as of January 1, 2021. ICE Clear Europe has been recognized by the European Securities and Markets Authority, or ESMA, ~~are continuing to work on proposals to revise~~as a third-country CCP in accordance with the ~~framework that are relevant to the markets operated by~~European Markets Infrastructure Regulation, or EMIR. Separately, ICE Futures Europe and ICE Endex ~~including position limits and the determination of pre-trade price transparency parameters for financial instruments.~~

~~The key areas in the evolving regulatory landscape that are likely to impact our business are:~~

•

~~Brexit timing and implications.~~ On January 31, 2020, the U.K. officially withdrew from the EU. In connection with the U.K.'s withdrawal from the EU, the U.K. and the EU entered into a withdrawal agreement, which, amongst other things, includes a transitional period until December 31, 2020, during which EU law will continue to ~~apply in and to the U.K. The transitional period can be extended one time by mutual agreement for a period up to two years.~~

•

~~Continued access by EU market participants to U.K. CCPs and exchanges~~.~~Under the terms of the withdrawal agreement, EU law will continue to apply in and to the U.K. for a transitional period until December 31, 2020. During such time, EU market participants will~~ be able to continue clearing through U.K. CCPs such as ICE Clear Europe, and accessing U.K. trading venues, such as ICE Futures Europe. Access by EU market participants to U.K. CCPs following the end of the transitional period will be contingent upon either equivalence being granted to the U.K. by the EC and U.K. CCPs being recognized by ESMA, or the terms of any trade agreement entered into by the U.K. and EU prior to the end of the transitional period. Separately, ICE Futures Europe and ICE Endex will continue to be able

to permit access by EU and U.K. persons to transact on their ~~platforms, even in the~~platforms. The absence of ~~any trade agreement being entered into~~an equivalence decision by the ~~U.K. and~~ EU ~~prior to the end of the transitional period and/or any trading venue equivalence decisions by the Financial Conduct Authority, or FCA, or the EC. The lack of equivalence decisions~~ for U.K. trading venues, however, may result in increased costs for certain EU ~~and U.K.~~ market participants, which could impact trading on ICE Futures Europe. In February 2021, ICE announced it plans to transition ICE EU Emission Allowance futures and options from ICE Futures Europe ~~and~~to ICE ~~Endex. The impact~~Endex in June 2021. Additional impacts to our business and ~~corresponding~~the potential for regulatory changes remain uncertain at this time. We are monitoring the impact to our business ~~as a result of these discussions~~ and are ~~pursuing~~evaluating avenues to facilitate continued access for EU and U.K. customers to ~~our services~~ICE Futures Europe and ICE Endex.

•Benchmarks Regulation. In October 2020, the U.K. Government introduced the Financial Services Bill, which includes proposed amendments to the U.K. Benchmarks Regulation, or BMR, to provide the FCA with authority to manage and direct any wind-down period prior to a cessation of the London Interbank Offered Rate, or LIBOR, including powers to direct a methodology change for a critical benchmark and extend its publication on a basis that is no longer representative of its original underlying market or economic reality. Legislation increasing the powers of regulators to change the methodology or underlying market represented by a benchmark, or extend the publication of a benchmark, including LIBOR, could result in increased risks to administrators, such as ICE Benchmark Administration Limited, or IBA, and users of such benchmarks. In February 2021, amendments to the EU BMR came into force to provide the EC the power to designate a replacement benchmark that covers all references to a widely used reference rate that is phased out, including LIBOR, when necessary to avoid disruption of the financial markets in the ~~event that~~EU and to further extend the transition period ~~ends without any trade agreement~~for the use of benchmarks provided by third-country administrators until at least December 31, 2023. On April 6, 2021, New York Governor Andrew Cuomo signed into law legislation addressing ~~access~~the consequences of the permanent cessation of LIBOR for specified contracts, securities, and other agreements that are economically linked to ~~CCPs and trading venues being made.~~

•

~~The proposed revisions to the regulatory structure of non-EU clearing houses.~~ On January 1, 2020, EMIR 2.2 became effective, which revises the EU's current regulatory and supervisory structure for EU and non-EU clearing houses. These revisions of the regulatory structure may have an impact on our non-EU clearing houses if they are determined to be systemically important or likely to become systemically important to the financial stability of the EU or one or more of its Member States. It remains uncertain what the nature and extent of the regulation's impact will be on the regulation and supervision of one or more of our non-EU clearing houses, which will depend on ESMA’s future determination of whether a non-EU clearing house is systemically important to the EU or its Member States and the extent to which ESMA will rely on such clearing house’s domestic regulator.

•

~~Requirement that European exchanges and CCPs offer non-discriminatory access.~~ The non-discriminatory access provisions of MiFID II would require our European exchanges and 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 lookalikes of our products. In June 2016, the EU approved a 12-month postponement of implementation and compliance with this provision of MiFID II until January 3, 2018. On January 3, 2018, ICE Futures Europe and ICE Clear Europe received a deferral from the FCA and the BOE, respectively, which delays the non-discriminatory access provision of MiFID II until July 3, 2020. In addition, on February 28, 2018, the Netherlands Authority for the Financial Markets, or AFM, granted ICE Endex and ICE Clear Netherlands a deferral which delays the non-discriminatory access provisions for those entities until July 3, 2020.

•

~~Position limits.~~ The adoption and implementation of position limit rules in the U.S. and the EU could have an impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent rules. P~~osition limits became effective in the EU beginning January 2018 under MiFID II.~~ The FCA has published certain position limits for commodity contracts. In certain cases, the position limits are either lower or higher than the corresponding limits on U.S. equivalent contracts. In April 2020, ESMA issued a report recommending to restrict the scope of the position limits regime to critical or significant contracts. Conversely, in January 2020, the CFTC proposed a rule which replaces the CFTC's prior Dodd-Frank position limit efforts. 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 and the EU either does not make changes to MiFID II or makes changes inconsistent with U.S. regulations.

•

~~Market data requirements.~~ Our U.K. and EU derivatives exchanges could be impacted by changes to requirements related to the dissemination of market data. In its December 2019 report to the EC, ESMA recommended against, among other things, outright regulation of market data prices, however ESMA suggested that users could gain transparency into how market data prices are set with the help of new supervisory guidance and targeted changes to the MiFID II/Markets in Financial Instruments Regulation, or MiFIR, text. The EC is considering ESMA’s report and is expected to issue its own report on these issues in mid-2020.

~~In addition, in October 2019,~~LIBOR that are governed by New York state law. The legislation generally tracks the ~~SEC proposed a change to Rule 608 that would eliminate the provision allowing market data fee changes~~legislation proposed by the ~~National Market System Plans,~~Alternative Reference Rates Committee, or ~~NMS Plans, to become immediately effective. Further, in January~~ARRC, and received broad industry support.

•U.S. Listing and Trading Prohibitions on Certain Foreign Companies. On December 18, 2020, the Holding Foreign Companies Accountable Act became U.S. law. For each company required to file periodic reports with the SEC, ~~requested comment~~this Act requires the SEC to identify any company that retains a registered public accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board, or PCAOB, is unable to inspect or investigate because of a position taken in such foreign jurisdiction. If the SEC determines that the PCAOB has been unable to inspect or investigate such accounting firm for three consecutive years, it is required to prohibit such company from trading its securities on a ~~proposed order directing~~U.S. securities exchange or in any “over-the-counter” market. As a consequence, the NYSE exchanges ~~and~~may be required to suspend trading in certain of their listed companies. On March 24, 2021, the ~~Financial Industry Markets Authority, or FINRA,~~SEC adopted rules to ~~submit a plan to create a new, single NMS Plan to replace~~implement certain disclosure requirements of the ~~three existing NMS Plans that govern the dissemination of real-time, consolidated equity market data~~Holding Foreign Companies Accountable Act for ~~NMS stocks. Finally, in February~~foreign registrants.

In addition, on November 12, 2020, the ~~SEC proposed changes~~former President of the United States issued an Executive Order that prohibits, subject to certain exceptions, transactions by U.S. persons in the securities of certain Chinese companies identified as having ties to the ~~infrastructure for~~People's Liberation Army, and in securities that are derivatives of, or any securities that are designated to provide investment exposure to, such Chinese companies. To comply with the ~~collection, consolidation~~Executive Order and ~~dissemination of market data for exchange-listed NMS stocks. If implemented, these changes could impact NYSE’s revenues~~guidance from the ~~consolidated “SIP” feeds~~U.S. Department of the Treasury, the NYSE suspended trading in four of its listed companies and ~~proprietary data feeds.~~commenced delisting proceedings. In the future, there may be other listed companies that the NYSE will be required to take similar action to comply with the Executive Order.

•

~~The SEC Transaction Fee Pilot.~~ In December 2018, the SEC adopted a Transaction Fee Pilot. The final rule established a pilot program, for at least one-year and up to two-years, that will limit the fees charged and rebates paid by our five national securities exchanges in certain securities to be designated by the SEC. On March 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 District of Columbia Circuit. The only requirement that the SEC did not stay was the requirement that the exchanges collect data during a pre-pilot period, which began on July 1, 2019.

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):

Three Months Ended
March 31,
2020 2019 Change
Revenues, less transaction-based expenses $ 1,559
$ 1,270
23 %
Operating expenses $ 677
$ 605
12 %
Adjusted operating expenses⁽¹⁾
$ 597
$ 528
13 %
Operating income $ 882
$ 665
32 %
Adjusted operating income⁽¹⁾
$ 962
$ 742
30 %
Operating margin 57 % 52 % 5 pts
Adjusted operating margin⁽¹⁾
62 % 58 % 4 pts
Other income (expense), net $ (46 ) $ (39 ) 16 %
Income tax expense $ 178
$ 134
33 %
Effective tax rate 21 % 21 % —
Net income attributable to ICE $ 650
$ 484
34 %
Adjusted net income attributable to ICE⁽¹⁾
$ 708
$ 527
34 %
Diluted earnings per share attributable to ICE common stockholders $ 1.17
$ 0.85
38 %
Adjusted diluted earnings per share attributable to ICE common stockholders⁽¹⁾
$ 1.28
$ 0.92
39 %
Cash flows from operating activities $ 520
$ 654
(21) %


	Three Months Ended March 31,
	2021			2020			Change
Revenues, less transaction-based expenses	$	1,797		$	1,559		15 %
Operating expenses	$	905		$	677		34 %
Adjusted operating expenses(1)	$	729		$	597		22 %
Operating income	$	892		$	882		1 %
Adjusted operating income(1)	$	1,068		$	962		11%
Operating margin	50		%	57		%	(7 pts)
Adjusted operating margin(1)	59		%	62		%	(3 pts)
Other income (expense), net	$	(59)		$	(46)		28 %
Income tax expense	$	183		$	178		3 %
Effective tax rate	22		%	21		%	1 pt
Net income attributable to ICE	$	646		$	650		(1) %
Adjusted net income attributable to ICE(1)	$	758		$	695		9 %
Diluted earnings per share attributable to ICE common stockholders	$	1.14		$	1.17		(3) %
Adjusted diluted earnings per share attributable to ICE common stockholders(1)	$	1.34		$	1.25		7 %
Cash flows from operating activities	$	734		$	520		41 %

⁽¹⁾The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. Adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders are presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

•Revenues, less transaction-based expenses, increased ~~$289~~$238 million for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019.~~2020. See ~~"-Trading~~"-Exchanges Segment", "Fixed Income and ~~Clearing~~Data Services Segment" and ~~"Data and Listings~~"Mortgage Technology Segment" below

for a discussion of the significant changes in our revenues. The increase in revenues during the three months ended March 31, ~~2020~~2021 includes $5$18 million in ~~unfavorable~~favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in ~~2019.~~2020. 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.

•Operating expenses increased ~~$72~~$228 million for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019.~~2020. See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses ~~during~~includes $7 million in unfavorable foreign exchange effects for the three months ended March 31, ~~2020 includes $2 million in favorable foreign exchange effects~~2021 arising from fluctuations in the U.S. dollar from the comparable period in ~~2019.~~2020. 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.

Variability in Quarterly Comparisons

Our business environment has been characterized by:

•globalization of marketplaces, customers and competitors;

•growing customer demand for workflow efficiency and automation;

•commodity, interest rate and financial markets uncertainty;

•growing demand for data to inform customers' risk management and investment decisions;

•evolving, increasing and disparate regulation across multiple jurisdictions;

•price volatility increasing customers' demand for risk management services;

•increasing focus on capital and cost efficiencies;

•customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and product diversity;

•the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements;

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

•consolidation and increasing competition among global markets for trading, clearing and listings.

For additional information regarding the factors that affect our results of operations, see Item 1(A) “Risk Factors” included in our ~~2019~~2020 Form ~~10-K.~~10-K, and Part II, Item 1(A) "Risk Factors" below.

Segment Results

We previously operated as two reportable business segments, but effective October 1, 2020, we realigned our businesses as part of a review of, and changes in, our organizational structure following our acquisition of Ellie Mae. As a result, we changed our internal financial reporting and determined that a change in reportable segments had occurred. Prior periods have been adjusted to reflect this change. Our segments do not engage in intersegment transactions.

Our business is now conducted through ~~two~~three reportable business ~~segments:~~segments, comprised of the following:

~~Trading and Clearing, which comprises~~•Our Exchanges segment includes our ~~transaction-based~~trade execution and clearing within our global futures network and NYSE businesses, various data and connectivity services that are directly related to those exchange platforms, administration fees and our NYSE listings business. Trade execution and clearing products include energy, agricultural and metals, financial futures and options, cash equities, equity options, OTC and other;

•Our Fixed Income and Data Services segment includes pricing and reference data, analytics, indices, trade execution and clearing within our ICE Bonds and CDS businesses, consolidated feeds and our ICE Global Network businesses; and

~~Data~~•Our Mortgage Technology segment includes our ICE Mortgage Technology businesses. This segment includes origination technology, closing solutions, data and ~~Listings, which comprises~~analytics and other. In addition, beginning in the first quarter of 2021, origination technology revenues include those related to our ~~subscription-based data services~~ICE Mortgage Technology network (previously reported in closing solutions revenues) and ~~securities listings businesses.~~closing solutions revenues now include registration revenues related to MERSCORP Holdings, Inc., or MERS, (previously reported in other revenues). We believe these changes more accurately reflect how we operate the business. The prior year period has been adjusted to reflect these changes.

While revenues are recorded specifically in the segment in which they are earned or to 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.~~more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one ~~segment. Further, we did not allocate expenses~~segment and serve functions that are necessary for the operation of all segments. Our October 1, 2020 change in business segment presentation triggered a reallocation of our segment operating expenses. Prior periods have been adjusted to ~~specific revenue streams within these segments since such an allocation is not reasonably possible. Our two segments do not engage in intersegment transactions.~~reflect this change.

~~Trading and Clearing~~Exchanges Segment

The following presents selected statements of income data for our ~~Trading and Clearing~~Exchanges segment (dollars in 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.

Three Months Ended March 31,
2020 2019 Change
Revenues:
Energy futures and options contracts $ 353
$ 229
54 %
Agricultural and metals futures and options contracts 84
62
36
Financial futures and options contracts 123
83
48
Cash equities and equity options 669
390
72
Fixed income and credit 122
87
41
OTC and other transactions 13
11
11
Transaction and clearing, net 1,364
862
58
Other revenues 75
64
16
Revenues 1,439
926
55
Transaction-based expenses 556
313
77
Revenues, less transaction-based expenses 883
613
44
Other operating expenses 232
170
37
Depreciation and amortization 66
58
14
Acquisition-related transaction and integration costs 12
—
n/a
Operating expenses 310
228
36
Operating income $ 573
$ 385
49 %

~~Transaction~~


	Three Months Ended March 31, 2021
	2021		2020		Change
Revenues:
Energy futures and options	$	310	$	353	(12)	%
Agricultural and metals futures and options	59		84		(29)
Financial futures and options	105		123		(14)
Futures and options	474		560		(15)
Cash equities and equity options	734		669		10
OTC and other	77		71		9
Transaction and clearing, net	1,285		1,300		(1)
Data and connectivity services	207		193		7
Listings	114		112		2
Revenues	1,606		1,605		—
Transaction-based expenses(1)	632		556		14
Revenues, less transaction-based expenses	974		1,049		(7)
Other operating expenses	253		246		3
Depreciation and amortization	63		64		(1)
Acquisition-related transaction and integration costs	5		12		(62)
Operating expenses	321		322		—
Operating income	$	653	$	727	(10)	%

(1)Transaction-based expenses are largely attributable to our cash equities and ~~Clearing~~options business.

Exchanges Revenues

Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges as well as related data and connectivity services and listings. Transaction and clearing revenues consist of fees collected from ~~our~~ derivatives, ~~fixed income,~~ cash equities and equity options trading and derivatives clearing, and ~~mortgage technology services. Because transaction and clearing revenues~~ are ~~generally assessed~~reported on a ~~per-contract~~net basis, ~~revenues and profitability fluctuate with changes in contract volume and due to product mix.~~except for the NYSE transaction-based expenses discussed below. 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 product mix. Our data and connectivity services revenues are recurring subscription fees related to the various data and connectivity services that we provide which are directly attributable to our exchange venues. Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and ETFs, and related corporate actions for listed companies.

For both the three months ended March 31, 2021 and 2020, ~~and 2019, 21%~~16% of our ~~Trading and Clearing~~Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. ~~For~~Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $12 million for the three months ended March 31, ~~2020 as compared to~~2021, from the ~~same~~comparable period in 2019, foreign currency fluctuations due to the strengthening of the U.S. dollar compared to the pound sterling and euro resulted in a decrease to our Trading and Clearing segment revenues, less transaction-based expenses, of $4 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.2020.

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $274 million and $306 million for the three months ended March 31, 2021 and 2020, 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. ~~We recorded~~The decrease in rebates is due primarily to decreased volumes within our futures and options programs.

•Energy Futures and Options: Total energy volume decreased 16% and revenues decreased 12% for the three months ended March 31, 2021 from the comparable period in 2020.

–Total oil volume decreased 16% for the three months ended March 31, 2021 from the comparable period in 2020 as the first quarter of ~~$306~~2020 benefited from a sharp increase in price volatility related to various geopolitical events as well as the emergence of COVID-19.

–Our global natural gas futures and options volume decreased 16% for the three months ended March 31, 2021 from the comparable period in 2020. Similar to oil volumes, the first quarter of 2020 benefited from elevated volatility related to COVID-19.

–Our environmentals and other futures and options volume decreased 6% for the three months ended March 31, 2021 from the comparable period in 2020.

•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets decreased 29% and revenues decreased 29% for the three months ended March 31, 2021 from the comparable period in 2020. The first quarter of 2020 benefited from elevated volatility related to COVID-19 and a sharp decline in oil prices.

–Sugar futures and options volumes decreased 39% for the three months ended March 31, 2021 from the comparable period in 2020.

–Other agricultural and metal futures and options volume decreased 19% for the three months ended March 31, 2021 from the comparable period in 2020.

•Financial Futures and Options: Total volume decreased 21% and revenues decreased 14% in our financial futures and options markets for the three months ended March 31, 2021 from the comparable period in 2020.

–Interest rate futures and options volume and revenue decreased 19% and 15%, respectively, for the three months ended March 31, 2021 from the comparable period in 2020. The first quarter of 2020 benefited largely from the unexpected quantitative easing measures implemented by major central banks in response to COVID-19. Interest rate futures and options revenues were $62 million and ~~$215~~$72 million for the three months ended March 31, 2021 and 2020, respectively.

–Other financial futures and ~~2019, respectively. The increase in rebates was due primarily to the increase in volumes traded.~~


•	~~Energy Futures and Options Contracts:~~ ~~Total energy volume increased 57% and revenues increased 54% for the three months ended March 31, 2020 from the comparable period in 2019.~~


–	Total oil volume increased 67% for the three months ended March 31, 2020 from the comparable period in 2019 due to increased risk management activity driven by shifting supply/demand dynamics related to various geopolitical events and the emergence of COVID-19.

–

Our global natural gas futures and options volume increased 42% for the three months ended March 31, 2020. The volume increase in our North American natural gas products was primarily driven by shifting supply/demand dynamics and various geopolitical events. The strength in our European TTF gas volumes was driven by the continued emergence of TTF as the European benchmark for natural gas as natural gas continues to globalize.


•	~~Agricultural and Metals Futures and Options Contracts:~~ ~~Total volume increased 33% and revenues increased 36% in our agricultural and metals futures and options markets for the three months ended March 31, 2020 from the~~

~~comparable period in 2019. The overall increase in agricultural volumes~~options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 26% and revenue decreased 14% for the three months ended March 31, 2021 from the comparable period in 2020. The first quarter of 2020 ~~was primarily~~benefited from elevated volatility across global equity markets driven by ~~price volatility resulting from shifting supply/demand dynamics related to COVID-19,~~ the ~~sharp decline in global oil prices and weather concerns.~~


–	~~Sugar futures and options volumes increased 48% for the three months ended March 31, 2020 from the comparable period in 2019.~~


–	~~Other agricultural and metal futures and options volume increased 22% for the three months ended March 31, 2020 from the comparable period in 2019.~~


•	~~Financial Futures and Options Contracts:~~ ~~Total volume and revenues in our financial futures and options markets increased 33% and 48%, respectively, for the three months ended March 31, 2020 from the comparable period in 2019.~~

–

Interest rate futures and options volume and revenue increased 31% and 37% for the three months ended March 31, 2020, respectively, from the comparable period in 2019, driven, in part, by increased central bank action in response to the economic impactemergence of ~~COVID-19. Interest rate futures and options revenues were $72 million and $53 million for the three months ended March 31, 2020 and 2019, respectively.~~

–

Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, increased 48% for the three months ended March 31, 2020 from the comparable period in 2019. Other financial futures and options volume increased due to increased equity market volatility driven by uncertainty related to COVID-19. Other financial futures and options revenues were $43 million and $51 million ~~and $30 million for the three months ended March 31, 2020 and 2019, respectively.~~

•

~~Cash Equities and Equity Options:~~ Cash equities handled volume increased 45% for the three months ended March 31, 2020 from the comparable period in 2019 due to heightened volatility driven by uncertainty related to COVID-19 and various geopolitical events. Cash equities revenues, net of transaction-based expenses, were $83 million and $52 million for the three months ended March 31, 2020 and 2019, respectively.

~~Equity options volume increased 41%~~ for the three months ended March 31, 2021 and 2020, respectively.

•Cash Equities and Equity Options: Cash equities volume increased 7% for the three months ended March 31, 2021 from the comparable period in ~~2019 primarily~~2020 due to ~~higher industry volumes~~increased participation in U.S. equity markets, including increased retail participation. Cash equities revenues, net of transaction-based expenses, were $71 million and ~~heightened volatility~~$83 million for the three months ended March 31, 2021 and 2020, respectively. Equity options volume increased 65% for the three months ended March 31, 2021 from the comparable period in 2020 driven by ~~uncertainty related to COVID-19~~increased participation and ~~various geopolitical events.~~higher market share. Equity options revenues, net of transaction-based expenses, were ~~$30~~$31 million and ~~$25~~$30 million for the three months ended March 31, 2021 and 2020, respectively.

•OTC and ~~2019, respectively.~~


•	~~Fixed Income and Credit:~~ ~~Fixed income and credit includes revenues from ICE Mortgage Services, ICE Bonds and CDS execution and clearing.~~

~~CDS clearing~~Other: OTC and other transactions include revenues ~~were $52 million~~from our OTC energy business and $38 million for the three months ended March 31, 2020 and 2019, respectively. The notional value of CDS cleared was $7.1 trillion and $4.4 trillion for the three months ended March 31, 2020 and 2019, respectively. The increase in CDS clearing revenues for the three months ended March 31, 2020 from the comparable period in 2019 was driven by record buy-side activity in terms of index notional cleared during the period driven by heightened market volatility related to COVID-19.


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

~~Other Revenues~~

~~Other revenues primarily include~~other trade confirmation services, as well as 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, ~~technology development fees,~~ exchange membership fees and agricultural grading and certification fees. ~~The increase in~~Our OTC and other revenues increased 9% for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019 was~~2020 primarily due to ~~increased interest income earned on certain clearing margin deposits reflecting higher balances, increased regulatory fees and~~ the February 2020 acquisition of Bridge2 Solutions.

•Data and Connectivity Services: Our data and connectivity services revenues increased 7% for the three months ended March 31, 2021 from the comparable period in 2020. The increase in revenue was driven by the strong retention rate of existing customers and increased purchases by existing customers.

•Listings Revenues: 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. Listings revenues increased 2% for the three months ended March 31, 2021 from the comparable period in 2020, driven by equity capital markets activity, including an increase in demand for special purpose acquisition company, or SPAC, 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. Revenue related to the investor relations performance obligation is recognized ratably over the period these services are provided, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges.

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.

Selected Operating Data

The following charts and tables 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):

Volume and Rate per Contract

Three Months Ended March 31,
2020 2019 Change
Number of contracts traded (in millions):
Energy futures and options 244
156
57 %
Agricultural and metals futures and options 37
27
33
Financial futures and options 223
168
33
Total 504
351
44 %

Three Months Ended March 31,
2020 2019 Change
Average Daily Volume of contracts traded (in thousands):
Energy futures and options 3,938
2,552
54 %
Agricultural and metals futures and options 588
449
31
Financial futures and options 3,511
2,672
31
Total 8,037
5,673
42 %

Three Months Ended March 31,
2020 2019 Change
Rate per contract:
Energy futures and options $ 1.45
$ 1.47
(2 )%
Agricultural and metals futures and options $ 2.29
$ 2.25
2 %
Financial futures and options $ 0.54
$ 0.49
11 %


	Three Months Ended March 31,
	2021		2020		Change
Number of contracts traded (in millions):
Energy futures and options	206		244		(16)	%
Agricultural and metals futures and options	26		37		(29)
Financial futures and options	177		223		(21)
Total	409		504		(19)	%

	Three Months Ended March 31,
	2021		2020		Change
Average Daily Volume of contracts traded (in thousands):
Energy futures and options	3,376		3,938		(14)	%
Agricultural and metals futures and options	425		588		(28)
Financial futures and options	2,832		3,511		(19)
Total	6,633		8,037		(17)	%

	Three Months Ended March 31,
	2021		2020		Change
Rate per contract:
Energy futures and options	$	1.50	$	1.45	4	%
Agricultural and metals futures and options	$	2.28	$	2.29	—	%
Financial futures and options	$	0.58	$	0.54	7	%

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,” – in other words, contracts that have been ~~traded~~entered into 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 March 31,
2020 2019 Change
Open interest — in thousands of contracts:
Energy futures and options 44,375
35,825
24 %
Agricultural and metals futures and options 4,239
3,957
7
Financial futures and options 26,666
30,350
(12 )
Total 75,280
70,132
7 %


	As of March 31,
	2021	2020	Change
Open interest — in thousands of contracts:
Energy futures and options	42,177	44,375	(5)	%
Agricultural and metals futures and options	4,017	4,239	(5)
Financial futures and options	32,341	26,666	21
Total	78,535	75,280	4	%

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):


	Three Months Ended March 31,
	2021		2020		Change
NYSE cash equities (shares in millions):
Total cash handled volume	2,920		2,734		7	%
Total cash market share matched	19.5	%	24.5	%	(5.0) pts

NYSE equity options (contracts in thousands):
NYSE equity options volume	7,732		4,681		65	%
Total equity options volume	40,053		25,331		58	%
NYSE share of total equity options	19.3	%	18.5	%	0.8 pts

Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares)	$0.040		$0.049		(19)	%
Equity options rate per contract	$0.07		$0.10		(35)	%

Three Months Ended March 31,
2020 2019 Change
NYSE cash equities:
Total cash handled volume (shares in millions) 2,734
1,886
45 %
Total cash market share matched 24.5 % 24.5 % (0.1) pts

NYSE equity options (contracts in thousands):
NYSE equity options volume 4,681
3,331
41 %
Total equity options volume 25,331
17,331
46 %
NYSE share of total equity options 18.5 % 19.2 % (0.7) pts

Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares) $0.049 $0.045 9 %
Equity options rate per contract $0.10 $0.12 (15 )%

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 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 assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees 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 to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us ~~may~~will vary from collections. Section 31 fees were ~~$166~~$125 million and ~~$69~~$166 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required. The total amount is included in accrued liabilities and was ~~$165~~$123 million as of March 31, ~~2020.~~2021.

We make liquidity payments to cash and options trading customers, as well as routing charges made to other exchanges 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 ~~$390~~$507 million and ~~$244~~$390 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our ~~Trading and Clearing~~Exchanges segment's operating expenses, operating income and operating margin (dollars in millions). See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.

Trading and Clearing Segment: Three Months Ended March 31,
2020 2019 Change
Operating expenses $ 310
$ 228
36 %
Adjusted operating expenses⁽¹⁾
$ 275
$ 205
34 %
Operating income $ 573
$ 385
49 %
Adjusted operating income⁽¹⁾
$ 608
$ 408
49 %
Operating margin 65 % 63 % 2 pts
Adjusted operating margin⁽¹⁾
69 % 67 % 2 pts


Exchanges Segment:	Three Months Ended March 31,
	2021			2020			Change
Operating expenses	$	321		$	322		—	%
Adjusted operating expenses(1)	$	298		$	295		2	%
Operating income	$	653		$	727		(10)	%
Adjusted operating income(1)	$	676		$	754		(10)	%
Operating margin	67		%	69		%	(2 pts)
Adjusted operating margin(1)	69		%	72		%	(3 pts)

(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. These adjusted numbers are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

Fixed Income and Data ~~and Listings~~Services Segment

The following charts and table present our selected statements of income data for our Fixed Income and Data ~~and Listings~~Services segment (dollars in 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.


	Three Months Ended March 31,							Three Months Ended March 31, 2021
	2020		2019		Change			2021		2020		Change
Revenues:							Revenues:
Pricing and analytics	$	276	$	266	4	%
Exchange data and feeds	180		176		2
Desktops and connectivity	108		104		4
Data services	564		546		3
Listings	112		111		—
Fixed income execution							Fixed income execution	$	14	$	21	(32)	%
CDS clearing							CDS clearing	55		72		(25)
Fixed income data and analytics							Fixed income data and analytics	264		245		8
Fixed income and credit							Fixed income and credit	333		338		(2)
Other data and network services							Other data and network services	135		126		8
Revenues	676		657		3		Revenues	468		464		1
Other operating expenses	276		277		—		Other operating expenses	249		243		2

Depreciation and amortization	91		100		(10	)	Depreciation and amortization	86		87		(1)
Operating expenses	367		377		(3	)	Operating expenses	335		330		1
Operating income	$	309	$	280	10	%	Operating income	$	133	$	134	—	%

Our Fixed Income and Data ~~and Listings~~Services segment represents ~~largely~~fixed income and credit trading and clearing as well as 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~~our fixed income data and ~~ETFs,~~analytics offerings as well as other multi-asset class data and ~~related corporate actions for listed companies.~~network services.

For ~~both~~ the three months ended March 31, 2021 and 2020, 14% and ~~2019, 7%~~13% of our Fixed Income and Data ~~and Listings~~Services segment revenues were billed in pounds sterling or ~~euros (all relating to our data services revenues).~~euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the ~~strengthening~~fluctuations of ~~the U.S. dollar compared to~~ the pound sterling and euro compared to the U.S. dollar during the three months ended March 31, 2021, our Fixed Income and Data ~~and Listings segment~~Services revenues were $1higher by $5 million ~~lower~~ for the three months ended March 31, ~~2020,~~2021, from the comparable period in ~~2019.~~2020.

Fixed Income and Data Services Revenues

Our ~~data services~~Fixed Income and Data Services revenues ~~are primarily subscription-based and~~ increased 3%1% for the three months ended March 31, ~~2020,~~2021 from the comparable period in ~~2019.~~2020 primarily due to growth in our fixed income data and analytics products and our other data and network services.

•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were nominal for both the three months ended March 31, 2021 and 2020. Our fixed income execution revenues decreased 32% for the three months ended March 31, 2021 from the comparable period in 2020 as the first quarter of 2020 had benefited from the price volatility related to COVID-19, as well as due to decreased retail activity in the first quarter of 2021 as a result of low interest rates, particularly municipal and corporate bond activity.

•CDS Clearing: CDS clearing revenues decreased 25% for the three months ended March 31, 2021 from the comparable period in 2020. The notional value of CDS cleared was $5.0 trillion and $7.1 trillion for the three months ended March 31, 2021 and 2020, respectively. While volatility and demand for credit protection related to the emergence of COVID-19 benefited first quarter 2020 revenues, ICE Clear Credit set new records for client-cleared notional amount in USD Corporate Single Names, EUR Corporate Single Names and the Emerging Markets CDX index in the first quarter of 2021.

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 8% for the three months ended March 31, 2021 from the comparable period in 2020. The increase in ~~revenues~~revenue was ~~primarily~~ due to strength in our index business and continued growth in our pricing and reference data business driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing ~~customers~~customers.

•Other Data and ~~increases~~Network Services: Our other data and network services revenues increased 8% for the three months ended March 31, 2021 from the comparable period in ~~pricing of~~2020. The increase in revenues was driven primarily by growth in our ~~products.~~

•

~~Pricing and Analytics:~~ Our pricing and analytics revenues increased 4% for the three months ended March 31, 2020, from the comparable period in 2019. The increase in revenue was due to strength in our index businesses and continued growth in our pricing and reference data business driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers and increases in pricing of our products. This growth was partially offset by $1 million of unfavorable fluctuations in the U.S. dollar as compared to the pound sterling and euro.

•

~~Exchange Data and Feeds:~~ Our exchange data and feeds revenues increased 2% for the three months ended March 31, 2020 from the comparable period in 2019. The increase in revenue was largely due to continued growth in our futures exchange data and cash equities exchange data. The growth was driven by the strong retention rate of existing customers, the addition of new customers and increases in pricing of our products.


•	~~Desktops and Connectivity:~~ Our desktop and connectivity revenues increased 4% for the three months ended March 31, 2020 from the comparable period in 2019. The increase in revenue was driven primarily by growth in our connectivity services including the ICE Global Network offering, coupled with strength in our consolidated feeds and stronger desktop revenues.

Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues, which includes fixed income data and analytics as well as other data and network services, subscribed for the succeeding 12 months. ASV does not include new sales, contract terminations or price changes that may occur during that 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. Thus,~~However, while it is

an indicative forward-looking metric, it does not provide a precise growth forecast of the next 12 months of data services revenues.

As of March 31, ~~2020,~~2021, ASV was ~~$2.029~~$1.580 billion, which increased ~~3.4%~~6.9% compared to the ASV as of March 31, ~~2019.~~2020. ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange ~~fluctuations or impacts of acquisitions.~~

~~Listings Revenues~~

a company initially lists. All listings fees are billed upfront and the identified performance obligations are satisfied over time. Revenue related to the investor relations performance obligation is recognized ratably over the period these services are provided, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges.

~~Our listings revenues were flat for the three months ended March 31, 2020 compared to the comparable period in 2019.~~fluctuations.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our Fixed Income and Data ~~and Listings~~Services segment's operating expenses, operating income and operating margin (dollars in millions). See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.

Data and Listings Segment: Three Months Ended March 31,
2020 2019 Change
Operating expenses $ 367
$ 377
(3 )%
Adjusted operating expenses⁽¹⁾
$ 322
$ 323
— %
Operating income $ 309
$ 280
10 %
Adjusted operating income⁽¹⁾
$ 354
$ 334
6 %
Operating margin 46 % 43 % 3 pts
Adjusted operating margin⁽¹⁾
52 % 51 % 1 pt


Fixed Income and Data Services Segment:	Three Months Ended March 31,
	2021			2020			Change
Operating expenses	$	335		$	330		1	%
Adjusted operating expenses(1)	$	290		$	282		2	%
Operating income	$	133		$	134		—	%
Adjusted operating income(1)	$	178		$	182		(1)	%
Operating margin	28		%	29		%	(1 pt)
Adjusted operating margin(1)	38		%	39		%	(1 pt)

Mortgage Technology Segment

The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions):


	Three Months Ended March 31, 2021
	2021		2020		Change
Revenues:
Origination technology	254		—		n/a
Closing solutions	70		44		61%
Data and analytics	18		—		n/a
Other	13		2		614
Revenues	355		46		680
Other operating expenses	130		19		590
Acquisition-related transaction and integration costs	13		—		n/a
Depreciation and amortization	106		6		1,662
Operating expenses	249		25		899
Operating income	$	106	$	21	414%

Mortgage Technology Revenues

Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform. Our mortgage technology business is intended to enable greater workflow efficiency for customers focused on originating U.S. residential mortgage loans. Mortgage technology revenues increased $309 million or 680% for the three months ended March 31, 2021 from the comparable period in 2020. In September 2020, we acquired Ellie Mae and, as a result, first quarter 2020 results do not include a contribution from this acquisition.

Beginning in the first quarter of 2021, origination technology revenues include those related to our ICE Mortgage Technology network (previously reported in closing solutions revenues) and closing solutions revenues now include registration revenues related to MERS, (previously reported in other revenues) with prior periods restated to reflect these changes.

•Origination technology: Our origination technology acts as a system of record for the mortgage origination, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive Success-Based Pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription.

In addition, the ICE Mortgage Technology network provides originators connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year. Revenue from the ICE Mortgage Technology network is largely transaction-based.

•Closing solutions: Our closing solutions uniquely connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the traditionally manual and paper-based closing and recording process. Our closing solutions also include revenues from the MERS database, a leading system of record for recording and tracking changes in mortgage servicing rights and beneficial ownership interests in loans secured by U.S. residential real estate. Revenues from closing solutions are largely transaction-based.

•Data and Analytics: Revenues include those related to ICE Mortgage Technology’s Automation, Intelligence, Quality,

or AIQ offering, which applies machine learning and artificial intelligence, or AI, to the entire loan origination process, offering customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities. AIQ revenues can be both recurring and transaction-based in nature. In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of nearly half the U.S. residential mortgage market. We also provide a Data as a Service, or DaaS, offering through private data clouds for lenders to access their own data and origination information. Revenues related to our data products are largely subscription-based and recurring in nature.

•Other: Other revenues include professional services fees, as well as revenues from ancillary products. Other revenues are transaction-based.

The following chart summarizes our Mortgage Technology segment's operating expenses, operating income and operating margin (dollars in millions). See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.


Mortgage Technology Segment:	Three Months Ended March 31, 2021
	2021			2020			Change
Operating expenses	$	249		$	25		n/a
Adjusted operating expenses(1)	$	141		$	20		n/a
Operating income	$	106		$	21		n/a
Adjusted operating income(1)	$	214		$	26		n/a
Operating margin	30		%	45		%	(15 pts)
Adjusted operating margin(1)	60		%	55		%	5 pts

Consolidated Operating Expenses

The following presents our consolidated operating expenses (dollars in millions):

Three Months Ended March 31,
2020 2019 Change
Compensation and benefits $ 278
$ 248
12 %
Professional services 29
33
(12 )
Acquisition-related transaction and integration costs 12
—
n/a
Technology and communication 131
107
22
Rent and occupancy 21
17
22
Selling, general and administrative 49
42
18
Depreciation and amortization 157
158
(1 )
Total operating expenses $ 677
$ 605
12 %


	Three Months Ended March 31,
	2021		2020		Change
Compensation and benefits	$	354	$	278	27	%
Professional services	44		29		49
Acquisition-related transaction and integration costs	18		12		51
Technology and communication	162		131		24
Rent and occupancy	21		21		1
Selling, general and administrative	51		49		5
Depreciation and amortization	255		157		63
Total operating expenses	$	905	$	677	34	%

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, licensing and other fee-related arrangements 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 ~~both~~ the three months ended March 31, 2021 and 2020, 10% and ~~2019,~~ 12%, respectively, of our operating expenses were billed in pounds sterling or euros. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses ~~decreased $2~~increased $7 million ~~for~~during the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019.~~2020. See Item 3 “— Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional 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 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 our number of employees. The below chart summarizes the significant drivers of our compensation and benefits expense results for the periods presented (dollars in millions, except employee headcount).


	Three Months Ended March 31,							Three Months Ended March 31,
	2020		2019		Change			2021		2020		Change
Employee headcount	6,293		5,090		24	%	Employee headcount	8,964		6,293		42	%
Stock-based compensation expenses	$	30	$	29	4	%	Stock-based compensation expenses	$	35	$	30	18	%

Employee headcount increased for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019~~2020 primarily due ~~to 202 new employees related~~ to our acquisition of Simplifile LC, or Simplifile, in June 2019 and 275 new employees at Bridge2 Solutions. Employee headcount also increased due to 581 new employees in our ICE India office, who had previously been our contractors, during the three months ended December 31, 2019. TheEllie Mae. Total compensation and benefits expenses increased for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019~~2020 primarily due to ~~$11~~$67 million in additional costs related to the acquisitions of ~~Simplifile~~Ellie Mae and Bridge2 Solutions and ~~the establishment of ICE India, and $7~~$11 million in additional costs related to other increases in employee headcount, 2021 merit pay and ~~2020 merit pay.~~increases to our employee cash bonuses, partially offset by a $5 million decrease in employee severance expenses. The stock-based compensation expenses in the table above relate to employee stock option and restricted stock awards.

Professional Services Expenses

Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees, and may fluctuate as a result of changes in the use of these services in our business.

Professional services expenses ~~decreased~~increased for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019 primarily~~2020 due to ~~lower~~$8 million in costs related to our acquisition of Ellie Mae, $4 million in higher technology consulting services fees ~~for employees that are now part of the ICE India office.~~primarily related to Bakkt and $3 million in increased costs associated with regulatory and litigation matters.

Acquisition-Related Transaction and Integration Costs

We incurred $18 million in acquisition-related transaction and integration costs for the three months ended March 31, 2021, primarily related to our integration of Ellie Mae and the expected Bakkt transaction. We incurred $12 million in acquisition-related transaction costs for the three months ended March 31, 2020, primarily related to ~~the~~our February 2020 Bakkt acquisition of Bridge2 Solutions. The Bridge2 Solutions acquisition costs include $10 million of expenses resulting from a Bakkt incentive award market condition estimation adjustment that was directly related to the March 2020 capital call to fund the acquisition of Bridge2 Solutions. ~~For the three months ended March 31, 2019~~, ~~we did not incur any significant acquisition-related transaction and integration costs.~~

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.

Technology and 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~~of network connections for our electronic platforms and telecommunications costs.

Technology and communications expense also includes fees paid for access to external market data, licensing and other fee agreement expenses. Technology and communications expenses 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. Beginning in the second quarter of 2019, we have reflected amounts owed under certain third-party revenue share arrangements as technology and communication operating expenses rather than as had been previously recorded net within transaction and clearing revenues, which resulted in an increase in technologyTechnology and communications ~~expense of $11 million~~expenses increased for the three months

ended March 31, ~~2020 as compared to~~2021 from the comparable period in ~~2019. Total technology and communications expenses also increased $5 million for the three months ended March 31,~~ 2020 primarily due to $29 million in additional costs related to our September 2020 acquisition of ~~Simplifile in 2019 and increased costs to access external market data and $9 million related to increased first quarter 2020 third-party revenue share fees.~~

Ellie Mae.

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, Pleasanton, London and ~~London~~Hyderabad with smaller offices located throughout the world.

Rent and occupancy expenses ~~increased~~were flat for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019 primarily~~2020. Rent and occupancy expenses for the three months ended March 31, 2021 included $3 million in additional costs related to our September 2020 acquisition of Ellie Mae, offset by a decrease due to the early termination expense of our NYSE Chicago office ~~lease.~~lease during the three months ended March 31, 2020.

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 increased for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019~~2020 primarily due to $7 million in increased marketing expenses related to the launch of Bakkt's digital wallet, Bakkt App, as well as $4 million in increased costs related to our acquisition of Ellie Mae, partially offset by a $10 million charitable contribution in support of COVID-19 relief efforts ~~partially offset by lower non-income taxes and travel expenses.~~during the three months ended March 31, 2020.

Depreciation and Amortization Expenses

Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, software, 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 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 intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of ~~$70~~$159 million and ~~$77~~$70 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. Amortization expense ~~decreased~~increased for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019 as a result of certain Interactive Data~~2020 primarily due to $90 million in increased amortization expenses recorded on the Ellie Mae intangible assets ~~that became fully amortized in the fourth quarter of 2019.~~related to our September 2020 acquisition.

We recorded depreciation expenses on our fixed assets of ~~$87~~$96 million and ~~$81~~$87 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. Depreciation expense increased for the three months ended March 31, ~~2020~~2021 from the comparable period in ~~2019~~2020 primarily due to ~~depreciation resulting from increased software development and networking equipment.~~$7 million in additional costs related to our September 2020 acquisition of Ellie Mae.

Consolidated Non-Operating Income (Expense)

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


	Three Months Ended March 31,									Three Months Ended March 31,
	2020			2019			Change			2021		2020		Change
Other income (expense):									Other income (expense):
Interest income	$	6		$	9		(27	)%	Interest income	$	—	$	6	(96)	%
Interest expense	(72		)	(71		)	2		Interest expense	(107)		(72)		49
Other income, net	20			23			(12	)
Other income (expense), net									Other income (expense), net	48		20		144
Total other income (expense), net	$	(46	)	$	(39	)	16	%	Total other income (expense), net	$	(59)	$	(46)	28%
Net income attributable to non-controlling interest	$	(8	)	$	(8	)	(2	)%	Net income attributable to non-controlling interest	$	(4)	$	(8)	(51)%

Interest Income

Interest income decreased for the three months ended March 31, ~~2020,~~2021 from the comparable period in ~~2019~~2020 primarily due to a decrease in short-term interest rates on various investments.

Interest Expense

~~The increase in interest~~Interest expense ~~was nominal~~increased for the three months ended March 31, ~~2020 compared to~~2021 from the comparable period in ~~2019.~~2020 primarily due to the issuance of senior notes in May 2020 to refinance existing debt and the issuance of new senior notes in August 2020 related to the Ellie Mae acquisition. See “- Debt” below.

Other income (expense), net

We own a 40% interest in ~~the~~ OCC which we treat as an equity method investment. OCC is regulated by the SEC and the CFTC. We recognized ~~$17~~$25 million and ~~$27~~$17 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, of equity earnings as our share of ~~the~~ OCC's estimated ~~profits. During~~profits, which is included in other income. Included within the amount recognized in 2021 is a $16 million earnings adjustment to reflect higher than reported 2020 net income than originally estimated by OCC. Similarly, included within the amount recognized in 2020 is a $7 million earnings adjustment to reflect higher than reported 2019 net income than originally estimated.

In connection with our equity investment in Euroclear, we recognized dividend income of $30 million during the three months ended March 31, ~~2019, equity earnings in the OCC~~2021, which is included ~~a $19 million earnings adjustment~~ in other income to reflect the disapproved OCC capital plan that had originally been established in 2015. Refer to Note 4 to our consolidated financial statements included in our 2019 Form 10-K for additional details on our OCC investment.income.

We incurred foreign currency transaction gains/(losses) of ($6 million) and $4 million ~~and ($4 million)~~ for the three months ended March 31, 2021 and 2020, ~~and 2019, respectively. This was~~respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction gains and losses are recorded in other income (expense), net, when the settlement of foreign currency assets, liabilities and payables ~~that~~ occur in non-functional currencies ~~due to the~~and there is an 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, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests. As of March 31, ~~2020,~~2021, our non-controlling interests included those related to the non-ICE limited partners' 26.7% ownership interest in our CDS clearing subsidiaries, non-controlling interests in ICE Futures Abu Dhabi and ~~the~~ redeemable non-controlling interests of the non-ICE partners in Bakkt.

In December 2018, Bakkt was capitalized with $183 million in initial funding with ICE as the majority owner, along with a group of other minority investors, and in March 2020, an additional $300 million in funding occurred with ICE maintaining its majority ownership. We hold a call option over these interests subject to certain terms. Similarly, the non-ICE partners in Bakkt hold a put option to require us to repurchase their interests subject to certain terms. These minority interests are reflected as redeemable non-controlling interests in temporary equity within our consolidated balance sheet and are subject to remeasurement when repurchase is probable.

Consolidated Income Tax Provision

Consolidated income tax expense was ~~$178~~$183 million and ~~$134~~$178 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, 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 22% and 21% for ~~both~~ the three months ended March 31, 2021 and 2020, ~~and 2019.~~respectively. The ~~21%~~ effective tax rate for the three months ended March 31, 2021 was higher than the effective tax rate for the comparable period in 2020 ~~is based on~~primarily due to the ~~existing tax law as of the end of the reporting period and reflects a previously scheduled~~ U.K. corporate income tax rate ~~reduction~~increase from 17% to 19%, effective from April 1, 2020, and less excess tax benefits from stock compensation.

The U.K. government, in its recent Finance Bill of 2021, proposed increasing the U.K. corporate income tax rate from 19% to ~~17% in the current reporting year. The U.K. government has publicly announced its intent to remove~~25%, beginning April 1, 2023. We expect this ~~income~~ tax ~~rate reduction, which is expected~~law change to be enacted ~~around July 2020. We~~later in 2021 and will account for the ~~income tax impact of that law change upon its enactment. Despite the favorable rate reduction, the effective tax rate is 21% for both comparable periods due to prior period~~ deferred tax ~~benefits related to state apportionment changes.~~effects in the quarter that the tax law is officially enacted.

On March ~~27, 2020,~~11, 2021, the ~~Coronavirus Aid, Relief, and Economic Security~~American Rescue Plan Act, or ~~the CARES Act,~~ARPA, was signed into law. The ARPA enacted ~~and~~ certain provisions that are relevant to corporate income ~~tax related relief was provided under the CARES Act. There is no~~tax. These provisions did not have a material impact ~~of the CARES Act~~ on our income tax provision for the three months ended March 31, ~~2020.~~2021.

Quarterly Results of Operations

The following quarterly unaudited condensed consolidated statements of income data has been prepared on substantially the same basis as our audited consolidated financial statements and 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
	March 31, 2021		December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
Revenues:
Energy futures and options	$	310	$	262	$	229	$	276	$	353
Agricultural and metals futures and options	59		48		54		59		84
Financial futures and options	105		82		76		76		123
Cash equities and equity options	734		651		593		672		669
OTC and other	77		77		73		75		71
Data and connectivity services	207		201		201		195		193
Listings	114		112		111		111		112
Total exchanges revenues	1,606		1,433		1,337		1,464		1,605
Fixed income execution	14		14		15		20		21
CDS Clearing	55		42		47		47		72
Fixed income data and analytics	264		262		259		252		245
Other data and network services	135		132		129		127		126
Total fixed income and data services revenues	468		450		450		446		464
Origination technology	254		249		67		—		—
Closing solutions	70		73		67		54		44
Data and analytics	18		17		5		—		—
Other	13		11		4		2		2
Total mortgage technology revenues	355		350		143		56		46
Total revenues	2,429		2,233		1,930		1,966		2,115
Transaction-based expenses	632		562		519		571		556
Total revenues, less transaction-based expenses	1,797		1,671		1,411		1,395		1,559
Compensation and benefits	354		339		298		273		278
Professional services	44		44		37		34		29
Acquisition-related transaction and integration costs	18		15		76		2		12
Technology and communication	162		161		131		126		131
Rent and occupancy	21		22		19		19		21
Selling, general and administrative	51		53		43		40		49
Depreciation and amortization	255		257		180		157		157
Total operating expenses	905		891		784		651		677
Operating income	892		780		627		744		882
Other income (expense), net	(59)		(106)		(44)		(71)		(46)
Income tax expense	183		146		189		145		178
Net income	$	650	$	528	$	394	$	528	$	658
Net income attributable to non-controlling interest	(4)		(2)		(4)		(5)		(8)
Net income attributable to Intercontinental Exchange, Inc.	$	646	$	526	$	390	$	523	$	650

Three Months Ended,
March 31, 2020 December 31,
2019 September 30, 2019 June 30, 2019 March 31, 2019
Revenues:
Energy futures and options contracts $ 353
$ 243
$ 265
$ 255
$ 229
Agricultural and metals futures and options contracts 84
57
60
72
62
Financial futures and options contracts 123
80
91
78
83
Cash equities and equity options 669
442
401
410
390
Fixed income and credit 122
96
101
80
87
OTC and other transactions 13
11
11
12
11
Total transaction and clearing, net 1,364

929

929

907

862
Pricing and analytics 276
274
273
270
266
Exchange data and feeds 180
176
172
180
176
Desktops and connectivity 108
109
108
103
104
Total data services 564

559

553

553

546
Listings 112
113
114
111
111
Other revenues 75
66
67
63
64
Total revenues 2,115

1,667

1,663

1,634

1,583
Transaction-based expenses 556
369
327
336
313
Total revenues, less transaction-based expenses 1,559

1,298

1,336

1,298

1,270
Compensation and benefits 278
274
261
259
248
Professional services 29
28
35
29
33
Acquisition-related transaction and integration costs 12
1
—
1
—
Technology and communication 131
123
126
113
107
Rent and occupancy 21
16
17
18
17
Selling, general and administrative 49
45
33
41
42
Depreciation and amortization 157
189
158
157
158
Total operating expenses 677

676

630

618

605
Operating income 882

622

706

680

665
Other income (expense), net (46 ) (35 ) (66 ) (52 ) (39 )
Income tax expense 178
134
103
150
134
Net income $ 658

$ 453

$ 537

$ 478

$ 492
Net income attributable to non-controlling interest (8 ) (5 ) (8 ) (6 ) (8 )
Net income attributable to Intercontinental Exchange, Inc. $ 650

$ 448

$ 529

$ 472

$ 484

Liquidity and Capital Resources

Below are charts that reflect our outstanding debt and capital allocation. The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash received for divestitures, cash paid for equity investments, cash paid for non-controlling interest and redeemable non-controlling interest, and acquisition-related transaction and integration costs, in each 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 and the development of our technology 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.

For a discussion of the COVID-19 pandemic and how the pandemic may impact our business, results of operations or financial condition in the future, including our liquidity and capital resources, see “- Recent Developments", above and “- Risk Factors" in Part 2, Item 1(A) below.

See “– ~~Recent Developments” above~~Cash Flow” below for a discussion of ~~the acquisition that we made during the three months ended March 31, 2020. This acquisition was funded from borrowing under~~ our ~~Commercial Paper Program along with cash flows from operations.~~

~~Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates~~capital expenditures 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. We had net issuances of $503 million under our Commercial Paper Program during the three months ended March 31, 2020.

Upon maturity 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 this risk, we maintain an undrawn back-stop bank revolving credit facility, or the Credit Facility, for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper 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. For a discussion of our Commercial Paper Program and other indebtedness, see “- Debt” below.capitalized software development costs.

Consolidated cash and cash equivalents were ~~$583~~$562 million and ~~$841~~$583 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. We had ~~$1.4~~$1.5 billion and ~~$1.3~~$1.4 billion in short-term and long-term restricted cash and cash equivalents as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

As of March 31, ~~2020,~~2021, the amount of unrestricted cash held by our non-U.S. subsidiaries was ~~$204~~$294 million. Due to U.S. tax reform, the majority of our foreign earnings since January 1, 2018 have been subject to immediate U.S. income taxation, and the existing non-U.S. unrestricted cash balance can be distributed to the U.S. in the future with no material additional income tax consequences.

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. As of March 31, ~~2020,~~2021, we held ~~$60~~$24 million of unrestricted cash that was set aside for legal, regulatory, and surveillance operations at NYSE.

Cash Flow

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


	Three Months Ended March 31,
	2021		2020
Net cash provided by (used in):
Operating activities	$	734	$	520
Investing activities	(116)		(302)
Financing activities	(583)		(411)
Effect of exchange rate changes	(1)		(9)
Net increase/(decrease) in cash, cash equivalents and restricted cash and cash equivalents	$	34	$	(202)

Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain items, including depreciation and amortization, deferred taxes, stock based compensation and the effects of changes in working capital.

The $214 million increase in net cash provided by operating activities during the three months ended March 31, 2021 from the comparable period in 2020 was driven by the timing of accounts receivable collections of $297 million, primarily due to the extraordinary trading activity in 2020 with collections in subsequent months. This increase was partially offset by a decrease in Section 31 fee collections of $111 million, primarily due to lower rates, as well as a $8 million decrease in net income. The remaining change is due to fluctuations in our working capital and the timing of various payments such as transaction-related expenses.

Investing Activities

Consolidated net cash used in investing activities for the three months ended March 31, 2021 relates to $40 million of capital expenditures and $76 million of capitalized software development costs.

Consolidated net cash used in investing activities for the three months ended March 31, 2020 primarily relates to $249 million cash paid for acquisitions, net of cash acquired, $15 million of capital expenditures and $44 million of capitalized software development expenditures.

The capital expenditures primarily relate to hardware and software purchases to continue the development and expansion of our electronic platforms, data services and clearing houses, and leasehold improvements. The software development expenditures primarily relate to the development and expansion of our electronic trading platforms, data services, mortgage services and clearing houses.

Financing Activities

Consolidated net cash used in financing activities for the three months ended March 31, 2021 primarily relates to $343 million in net repayments under our Commercial Paper Program, $187 million in dividend payments to stockholders and $65 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises.

Consolidated net cash used in financing activities for the three months ended March 31, 2020 primarily relates to $699 million in repurchases of common stock, $503 million in net borrowings under our Commercial Paper Program, $166 million in dividend payments to our stockholders and $69 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

Debt

As of March 31, 2021, we had $16.2 billion in outstanding debt, consisting of $12.9 billion of fixed rate senior notes, $1.2 billion of floating rate senior notes, $2.1 billion under the Commercial Paper Program and $6 million under credit lines at our India subsidiaries. Our current fixed rate senior notes of $12.9 billion have a weighted average maturity of 16 years and a weighted average cost of 3.0% per annum. The commercial paper notes had original maturities ranging from one to 176 days as of March 31, 2021, with a weighted average interest rate of 0.33% per annum, and a weighted average remaining maturity of 41 days. As of December 31, 2020, we had $16.5 billion in outstanding debt, consisting of $12.9 billion of fixed rate senior notes, $1.2 billion of floating rate senior notes, $2.4 billion under the Commercial Paper Program and $6 million under credit lines at our India subsidiaries. The commercial paper notes had original maturities ranging from four to 266 days as of December 31, 2020, with a weighted average interest rate of 0.40% per annum, and a weighted average remaining maturity of 82 days.

We have a $3.8 billion senior unsecured revolving credit facility, or the Credit Facility, 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 other lenders party thereto. As of March 31, 2021, of the $3.8 billion that is currently available for borrowing under the Credit Facility, $2.1 billion is required to back-stop the amount outstanding under our Commercial Paper Program and $172 million is required to support certain broker-dealer and other 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 $1.5 billion is available 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.

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. We had net repayments of $343 million under our Commercial Paper Program during the three months ended March 31, 2021.

Upon maturity 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 this risk, we maintain the Credit Facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper 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.

For additional details of our debt instruments, refer to Note 9 to our consolidated unaudited financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 2020 Form 10-K.

Capital Return

In December 2019, our Board approved an aggregate of $2.4 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2020. The $2.4 billion replaced the previous amount approved by the Board. ~~We expect this authorization to provide us with capacity for buybacks over six quarters and flexibility to act opportunistically. We expect funding for~~

For the three months ended March 31, 2021, we did not repurchase any ~~share repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities.~~

~~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 for the share repurchases does not obligate us to acquire any particular amount of our~~outstanding common stock. ~~In addition, our Board may increase or decrease the amount of capacity we have for repurchases from time to time.~~

Repurchases of our common stock 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. For the three months ended March 31, 2020, we repurchased 7.6 million shares of our outstanding common stock at a cost of $699 million, including 4.4 million shares at a cost of $400 million under our Rule 10b5-1 trading plan and 3.2 million shares at a cost of $299 million on the open ~~market during an open trading period. For the three months ended March 31, 2019, we~~market. Shares repurchased ~~5.9 million shares of our outstanding common~~are held in treasury stock.

We discontinued stock ~~at a cost of $440 million, including 4.6 million shares at a cost of $340 million under~~repurchases and terminated our Rule 10b5-1 trading plan ~~and 1.3 million shares at a cost~~in August 2020 in connection with the Ellie Mae acquisition. The remaining balance of ~~$100 million on~~Board approved funds for future repurchase as of March 31, 2021 is $1.2

billion. The approval of our Board for the ~~open market. The shares repurchased are held in treasury~~share repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board may increase or decrease the amount available for repurchases from time to time.

From time to time, we enter into Rule 10b5-1 trading plans, as authorized by our Board, 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 performance, 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.

~~Cash Flow~~

~~The following table presents~~During the ~~major components~~first quarter of ~~net changes in cash, cash equivalents, and restricted cash and cash equivalents (in millions):~~

Three Months Ended March 31,
2020 2019
Net cash provided by (used in):
Operating activities $ 520
$ 654
Investing activities (302 ) (40 )
Financing activities (411 ) (596 )
Effect of exchange rate changes (9 ) 1
Net increase/(decrease) in cash, cash equivalents and restricted cash and cash equivalents $ (202 ) $ 19

~~Operating Activities~~

~~Net cash provided by operating activities primarily consists~~2021, we paid a quarterly dividend of ~~net income adjusted for certain non-cash items, including depreciation and amortization and the effects of changes in working capital.~~

The $134 million decrease in net cash provided by operating activities during the three months ended March 31, 2020 as compared to the prior period in 2019 was primarily a result of an increase of $373 million in accounts receivable driven by extraordinary trading activity in March 2020 with collections occurring in subsequent months and collection concessions in listings revenues, higher income taxes paid, and 2019 related bonus payments, partially offset by a $166 million increase in net income. The remaining change is due to fluctuations in our working capital and the timing of various payments such as transaction-related expenses.

~~Investing Activities~~

Consolidated net cash used in investing activities for the three months ended March 31, 2020 relates to $249 million in cash paid for acquisitions, net of cash acquired, $15 million of capital expenditures and $44 million of capitalized software development expenditures.

Consolidated net cash used in investing activities for the three months ended March 31, 2019 primarily relates to $26 million of capital expenditures, $39 million of capitalized software development expenditures, and a $44 million return of capital related to our equity method investment in the OCC. Refer to Note 4 to our consolidated financial statements included in this Quarterly Report for additional details on our OCC investment.

~~The capital expenditures primarily relate to hardware and software purchases to continue the development and expansion~~$0.33 per share of our electronic platforms, data services and clearing houses, and leasehold improvements. 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 three months ended March 31, 2020 primarily relates to $699 million in repurchases of~~ common stock ~~$503~~for an aggregate payout of $187 million, ~~in net borrowings under our Commercial Paper Program, $166 million in~~which includes the payment of dividend ~~payments to stockholders and $69 million in cash payments related to treasury shares received for~~equivalents on unvested employee restricted stock ~~tax payments and stock options exercises.~~units.

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

~~Debt~~

As of March 31, 2020, we had $8.3 billion in outstanding debt, consisting of $6.5 billion of senior notes, $1.8 billion under the Commercial Paper Program and $8 million under a line of credit at our ICE India subsidiary. The commercial paper notes had original maturities ranging from one to 70 days as of March 31, 2020, with a weighted average interest rate of 1.72% per annum, and a weighted average remaining maturity of 19 days. As of December 31, 2019, we had $7.8 billion in outstanding debt, consisting of $6.5 billion of senior notes and $1.3 billion under the Commercial Paper Program. The commercial paper notes had original maturities ranging from two to 87 days as of December 31, 2019, with a weighted average interest rate of 1.84% per annum, and a weighted average remaining maturity of 22 days.

We currently have a $3.4 billion senior unsecured revolving credit facility 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. As of March 31, 2020, of the $3.4 billion that is currently available for borrowing under the Credit Facility, $1.8 billion is required to back-stop the amount outstanding under our Commercial Paper Program and $171 million is required to support certain broker-dealer and other 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 $1.4 billion is available 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.

We have $1.25 billion of senior notes due in December 2020 and we currently plan to fund the redemption of these notes with the issuance of new senior notes. However, if we are unable to issue new senior notes or to do so on favorable terms, then we would expect to fund the redemption of the notes by issuing debt under the Commercial Paper Program, by drawing on the unused amount available under the Credit Facility or with cash flows from operations, or a combination of these sources.

For additional details of our debt instruments, refer to Note 8 to our consolidated unaudited financial statements, included in this Quarterly report, and Note 10 to our consolidated financial statements included in our 2019 Form 10-K.

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 incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between ~~$300~~$400 million and ~~$330~~$430 million in ~~2020,~~2021, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

In December 2019, our Board approved an aggregate of $2.4 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, 2020. We expect this authorization to provide us with capacity for buybacks over six quarters and flexibility to act opportunistically. As of March 31, ~~2020,~~2021, we had ~~$1.7~~$1.2 billion authorized for future repurchases of our common stock. Refer to Note 1011 to our consolidated financial statements included in this Quarterly Report for additional details on our stock repurchase ~~plan.~~program.

Our Board has adopted a quarterly dividend policy providing that dividends will be approved quarterly by the Board or the Audit Committee taking into account factors such as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives and our financial results and capital requirements, without a predetermined net income payout ratio. During the first quarter of 2020, we paid a quarterly dividend of $0.30 per share of our common stock for an aggregate payout of $166 million, which includes the payment of dividend equivalents on unvested employee restricted stock units. On April ~~30, 2020,~~29, 2021, we announced a ~~$0.30~~$0.33 per share dividend for the second quarter of ~~2020~~2021 with the dividend payable on June 30, ~~2020~~2021 to stockholders of record as of June 16, ~~2020.~~2021.

Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 89 and 1213 to our consolidated financial statements ~~where discussed further.~~for further discussion. 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. See “—Debt" above.

Non-GAAP Measures

We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP 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 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 understanding of our performance and in making comparisons.

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, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business 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							Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Consolidated
	Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended March 31,							Three Months Ended March 31,												Three Months Ended March 31,						Three Months Ended March 31,
	2020			2019			2020			2019			2020			2019				2021			2020			2021			2020			2021			2020			2021			2020
Total revenues, less transaction-based expenses	$	883		$	613		$	676		$	657		$	1,559		$	1,270		Total revenues, less transaction-based expenses	$	974		$	1,049		$	468		$	464		$	355		$	46		$	1,797		$	1,559
Operating expenses	310			228			367			377			677			605			Operating expenses	321			322			335			330			249			25			905			677
Less: Amortization of acquisition-related intangibles	25			23			45			54			70			77			Less: Amortization of acquisition-related intangibles	18			17			45			48			95			5			158			70
Less: Acquisition-related success fee	10			—			—			—			10			—
Less: Transaction and integration costs and acquisition-related success fees																			Less: Transaction and integration costs and acquisition-related success fees	5			10			—			—			13			—			18			10

Adjusted operating expenses	$	275		$	205		$	322		$	323		$	597		$	528		Adjusted operating expenses	$	298		$	295		$	290		$	282		$	141		$	20		$	729		$	597
Operating income	$	573		$	385		$	309		$	280		$	882		$	665		Operating income	$	653		$	727		$	133		$	134		$	106		$	21		$	892		$	882
Adjusted operating income	$	608		$	408		$	354		$	334		$	962		$	742		Adjusted operating income	$	676		$	754		$	178		$	182		$	214		$	26		$	1,068		$	962
Operating margin	65		%	63		%	46		%	43		%	57		%	52		%	Operating margin	67		%	69		%	28		%	29		%	30		%	45		%	50		%	57		%
Adjusted operating margin	69		%	67		%	52		%	51		%	62		%	58		%	Adjusted operating margin	69		%	72		%	38		%	39		%	60		%	55		%	59		%	62		%

Net income attributable to ICE common stockholders													$	650		$	484		Net income attributable to ICE common stockholders																			$	646		$	650
Add: Amortization of acquisition-related intangibles													70			77			Add: Amortization of acquisition-related intangibles																			158			70
Add: Acquisition-related success fee													10			—
Add: Transaction and integration costs and acquisition-related success fees																			Add: Transaction and integration costs and acquisition-related success fees																			18			10
Less: Net income from unconsolidated investee																			Less: Net income from unconsolidated investee																			(25)			(17)

Less: Income tax effect for the above items													(21		)	(20		)	Less: Income tax effect for the above items																			(40)			(17)
Less: Deferred tax adjustments on acquisition-related intangibles													(1		)	(17		)
Add: Other tax adjustments													—			3

Add/(Less): Deferred tax adjustments on acquisition-related intangibles																			Add/(Less): Deferred tax adjustments on acquisition-related intangibles																			1			(1)

Adjusted net income attributable to ICE common stockholders													$	708		$	527		Adjusted net income attributable to ICE common stockholders																			$	758		$	695

Basic earnings per share attributable to ICE common stockholders													$	1.18		$	0.85		Basic earnings per share attributable to ICE common stockholders																			$	1.15		$	1.18
Diluted earnings per share attributable to ICE common stockholders													$	1.17		$	0.85		Diluted earnings per share attributable to ICE common stockholders																			$	1.14		$	1.17

Adjusted basic earnings per share attributable to ICE common stockholders													$	1.28		$	0.93		Adjusted basic earnings per share attributable to ICE common stockholders																			$	1.35		$	1.26
Adjusted diluted earnings per share attributable to ICE common stockholders													$	1.28		$	0.92		Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.34		$	1.25

Basic weighted average common shares outstanding																			Basic weighted average common shares outstanding																			562			552
Diluted weighted average common shares outstanding																			Diluted weighted average common shares outstanding																			565			555

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.

Acquisition-related transaction and integration 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 adjust for the acquisition-related transaction and integration costs for acquisitions such as Ellie Mae given the magnitude of the $11.4 billion purchase price of the acquisition. We ~~include an~~also adjust for the acquisition-related transaction costs related to the expected merger between Bakkt and VIH due to the significance of the transaction. During the three months ended March 31, 2020, we included a $10 million adjustment for Bridge2 Solutions acquisition costs resulting from a Bakkt incentive award market condition estimation adjustment as an acquisition-related success fee. This adjustment was directly related to the March 2020 capital call to fund the acquisition of Bridge2 ~~Solutions. Although~~Solutions and we ~~include acquisition-related transaction~~believe is therefore appropriate since we exclude costs asdirectly related to financing a transaction.

Effective during the three months ended March 31, 2021, we will exclude net income from our unconsolidated equity method investees for purposes of calculating non-GAAP measures, and have retroactively restated the prior year period for comparability purposes. As of both March 31, 2021 and 2020, our only equity method investee was OCC.

Similar to the treatment of our investment in OCC, following the expected merger between Bakkt and VIH, we plan to exclude our equity method investment in Bakkt. This is consistent with how we treat changes in the fair value of our equity investments. We believe these adjustments provide greater clarity of our performance given that equity investments are non-cash and not a part of our core ~~business expenses, this adjustment is appropriate since we exclude those costs that are directly related to the announcement, closing, financing or termination of a transaction.~~operations.

The income tax effects relating to all non-GAAP adjustments above are included as non-GAAP adjustments. We also include non-GAAP adjustments for deferred tax adjustments on acquisition-related intangibles. The ~~adjustment~~adjustments of $1

million and ($1 million) for the three months ending March 31, 2021 and 2020, ~~was~~respectively, were due to U.S. state apportionment ~~changes and the adjustment of $17 million for the three months ending March 31, 2019 was due to U.S. state tax law and 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 conjunction with our acquisition of NYSE in 2013.

For additional information on these items, refer to our consolidated financial statements included in this Quarterly Report and “—Consolidated Operating Expenses”, above.

Contractual Obligations and Commercial Commitments

During the three months ended March 31, ~~2020,~~2021, 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 ~~2019~~2020 Form 10-K.

Off-Balance Sheet Arrangements

As described in Note 1213 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, certain clearing house collateral is reported off-balance sheet. AsIn addition, and as described in Note 3 of our ~~2019~~2020 Form 10-K, Bakkt custodial assets are 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~~During the three months ended March 31, 2021, there were no significant changes 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.~~us from those disclosed in Note 2 of our 2020 Form 10-K.

Critical Accounting Policies

During the three months ended March 31, ~~2020,~~2021, 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 ~~2019~~2020 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 and long-term restricted cash and cash equivalents, short-term and long-term investments and indebtedness. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, our cash and cash equivalents, short-term and long-term restricted cash and cash equivalents and short-term and long-term investments were $2.0 billion ~~and $2.2 billion, respectively,~~for each period, of which ~~$226~~$225 million and ~~$282~~$245 million, respectively, were denominated in pounds sterling, euros or Canadian dollars, and the remaining amounts are denominated in U.S. dollars. We do not use our investment portfolio for trading or other speculative purposes. A hypothetical ~~100 basis point~~50% decrease in short-term interest rates would ~~decrease~~have an immaterial impact on our annual pre-tax earnings ~~by $21 million~~ as of March 31, ~~2020,~~2021, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.

As of March 31, ~~2020,~~2021, we had ~~$8.3~~$16.2 billion in outstanding debt, of which ~~$6.5~~$12.9 billion relates to our fixed rate senior ~~notes, which bear interest at fixed interest rates.~~notes. The remaining amount outstanding of ~~$1.8~~$3.3 billion relates to $2.1 billion outstanding under our Commercial Paper Program and $1.2 billion of floating rate senior notes, each of which ~~bears~~bear interest at fluctuating rates, and ~~therefore, subjects us to interest rate risk, and an $8~~$6 million ~~line of~~under credit lines at our ~~ICE~~ India ~~subsidiary.~~subsidiaries. A hypothetical 100 basis point increase in short-term interest rates relating to the amounts of floating rate debt outstanding ~~under our Commercial Paper Program~~ as of March 31, ~~2020~~2021 would decrease annual pre-tax earnings by ~~$18~~$33 million, assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity. See Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Debt" included 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 decreased from ~~1.84%~~0.40% as of December 31, ~~2019~~2020 to ~~1.72%~~0.33% as of March 31, 2020. The decrease in the Commercial Paper Program weighted average interest rate was primarily due to the decision by the U.S. Federal Reserve to decrease the federal funds short-term interest rate by 150 basis points in March 2020 due to the impact of COVID-19 on financial markets, which impacted the liquidity and pricing volatility for all commercial paper issuances.2021. The effective interest rate of commercial paper issuances 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 three months ended March 31, ~~2020~~2021 and ~~March 31, 2019~~2020 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):


	Three Months Ended March 31, 2021						Three Months Ended March 31, 2020
	Pound Sterling			Euro				Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	1.3792			1.2060				1.2794			1.1025
Average exchange rate to the U.S. dollar in the same period in the prior year	1.2794			1.1025				1.3021			1.1355
Average exchange rate increase (decrease)	8		%	9		%		(2)		%	(3)		%
Foreign denominated percentage of:
Revenues, less transaction-based expenses	7		%	6		%		9		%	6		%
Operating expenses	8		%	2		%		10		%	2		%
Operating income	6		%	9		%		8		%	9		%
Impact of the currency fluctuations (1) on:
Revenues, less transaction-based expenses	$	9		$	9			$	(2)		$	(3)
Operating expenses	$	5		$	2			$	(1)		$	(1)
Operating income	$	4		$	7			$	(1)		$	(2)

Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
Pound Sterling Euro Pound Sterling Euro
Average exchange rate to the U.S. dollar in the current year period 1.2794
1.1025
1.3021
1.1355
Average exchange rate to the U.S. dollar in the same period in the prior year 1.3021
1.1355
1.3918
1.2292
Average exchange rate increase (decrease) (2 )% (3 )% (6 )% (8 )%
Foreign denominated percentage of:
Revenues, less transaction-based expenses 9 % 6 % 8 % 5 %
Operating expenses 10 % 2 % 10 % 2 %
Operating income 8 % 9 % 7 % 8 %
Impact of the currency fluctuations ⁽¹⁾on:

Revenues, less transaction-based expenses $ (2 ) $ (3 ) $ (7 ) $ (6 )
Operating expenses $ (1 ) $ (1 ) $ (4 ) $ (1 )
Operating income $ (1 ) $ (2 ) $ (3 ) $ (5 )


~~(1)~~			~~Represents the impact of currency fluctuation for the three months ended March 31, 2020 and March 31, 2019 compared to the same period in the prior year.~~

(1) Represents the impact of currency fluctuation for the three months ended March 31, 2021 and 2020 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 the three months ended March 31, ~~2020~~, ~~15%~~2021, 13% of our consolidated revenues, less transaction-based expenses were denominated in pounds sterling or euros and ~~for the three months ended March 31, 2020, 12%~~10% 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.

Foreign currency transaction risk related to the settlement of foreign currency denominated assets, liabilities and payables occurs 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 gains/(losses) of ($6 million) and $4 million ~~and ($4 million)~~ for the three months ended March 31, 2021 and 2020, ~~and 2019, respectively.~~respectively, inclusive of the impact of foreign currency transactions. The foreign currency transaction gains/(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 March 31, ~~2020,~~2021, assuming no change

in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency transaction loss of $6$15 million.

We entered into foreign currency hedging transactions during the three months ended March 31, 2021 and 2020 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, 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 March 31, 2020

Position in
pounds sterling

Position in
Canadian dollars
Position in euros
Assets £ 789
C$ 1,284
€ 155
of which goodwill represents 607
407
92
Liabilities 80
879
54
Net currency position £ 709
C$ 405
€ 101
Net currency position, in $USD $ 881
$ 288
$ 111
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates $ 88
$ 29
$ 11


	As of March 31, 2021
	Position in pounds sterling		Position in Canadian dollars		Position in euros
Assets	£	738	C$	1,427	€	155
of which goodwill represents	587		164		92
Liabilities	67		1,022		48



Net currency position	£	671	C$	405	€	107
Net currency position, in $USD	$	925	$	323	$	126
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates	$	93	$	32	$	13

Foreign currency translation adjustments are included as a component of accumulated other comprehensive income/(loss) within our balance sheet. See the table below for the portion of equity attributable to foreign currency translation adjustments as well as the activity for the three months ended March 31, ~~2020~~2021 included within our statement of other comprehensive income. The impact of the foreign currency exchange rate differences in the table below were primarily driven by fluctuations of the pound sterling as compared to the U.S. dollar which were ~~1.2414~~1.3782 and ~~1.3260~~1.3665 as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and by fluctuations of the euro as compared to the U.S. dollar which were 1.1731 and 1.2216 as of March 31, 2021 and December 31, 2020, respectively.

Changes in Accumulated Other Comprehensive Income (Loss) from Foreign Currency Translation Adjustments (in millions)
Balance, as of December 31, 2019 $ (177 )
Net current period other comprehensive income (loss) (90 )
Balance, as of March 31, 2020 $ (267 )


	Changes in Accumulated Other Comprehensive Income/(Loss) from Foreign Currency Translation Adjustments (in millions)
Balance, as of December 31, 2020	$	(134)


Net current period other comprehensive income/(loss)	7
Balance, as of March 31, 2021	$	(127)

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 executing agreements to protect our interests.

Clearing House Cash Deposit Risks

The ICE Clearing Houses hold material amounts of clearing member cash and cash equivalent deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Refer to Note 1213 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent deposits, which were ~~$108.9~~$85.6 billion as of March 31, ~~2020.~~2021. 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 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

these deposits and how these risks are mitigated, see Part II, Item 7(A) “Quantitative and Qualitative Disclosures About Market Risk” in our ~~2019~~2020 Form 10-K.

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. We record~~

estimated expenses and reserves 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 in this Quarterly Report, 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. See ~~Part I, Item 3 “Legal Proceedings” in our 2019 Form 10-K and~~ Note 1314 to the consolidated financial statements and related notes, which are ~~included in this Quarterly Report.~~incorporated by reference herein.

ITEM 1(A). RISK FACTORS

~~The following represents a material change in our~~During the three months ended March 31, 2021, there were no significant new risk factors from those disclosed in Part 1,I, Item ~~1(A), “Risk Factors”~~1A, "Risk Factors" in our ~~2019~~2020 Form 10-K.

~~The COVID-19 pandemic could have an adverse effect on our business, results of operations and financial condition.~~

The coronavirus (COVID-19) pandemic has created economic and financial disruptions globally and has led governmental authorities to take unprecedented measures to mitigate the spread of the disease, including travel bans, border closings, business closures, quarantines and shelter-in-place orders, and to take actions designed to stabilize markets and promote economic growth.

From an operational perspective, the spread of COVID-19 has resulted in, and could continue to result in, temporary closures of our office facilities and the office facilities of our customers and our third-party vendors. We have taken preventive measures and implemented contingency plans, and currently most of our employees are working remotely, with only operationally essential employees working on site at our facilities for business continuity purposes. However, we cannot assure you that such measures will adequately protect our business, and an extended period of remote work arrangements could introduce operational risks, including, but not limited to, cybersecurity risk, and could strain our technological resources and business continuity plans. If one or more of the third party vendors to whom we outsource certain material activities claim that they cannot perform due to a force majeure or experience operational failures as a result of the COVID-19 pandemic, it could have a material adverse effect on our business, results of operations and financial condition. Further, although we maintain contingency plans for events such as pandemic outbreaks, the further spread of COVID-19 could impair the availability of our executive officers who are necessary to conduct our business.

While governmental organizations are engaging in efforts to combat the spread and severity of COVID-19, these measures may not be effective. Moreover, actions taken by U.S. or other governmental authorities that are intended to ameliorate the macroeconomic or other effects of COVID-19, or delays in the announcement or implementation of regulatory measures that had been pending prior to the COVID-19 pandemic, may result in regulatory uncertainty and could in turn impact our business. At this time, we cannot predict how legal and regulatory responses to concerns about COVID-19 will impact our business.

In addition, the COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of, and volatility in the global financial markets, including the lending and capital markets. We have $1.25 billion of senior notes due in December 2020 and we currently plan to fund the redemption of these notes with the issuance of new senior notes. Further, our parent company relies on payment of dividends from its subsidiaries, and certain regulators are considering instituting restrictions on certain entities' ability to pay dividends. Although we believe that our existing sources of liquidity are sufficient to meet our cash requirements for the foreseeable future, we cannot assure you that we will not experience liquidity constraints. If, as a result of the COVID-19 pandemic, conditions in the lending, capital and other financial markets are unfavorable, our regulated subsidiaries are unable to pay dividends to the parent company for an extended period of time or our access to capital and other sources of funding is cut off or negatively impacted, we could face liquidity issues and the availability and terms of future borrowings, renewals or refinancings could be adversely affected.

The extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend largely on future developments, including the duration and spread of the outbreak, its severity and the actions

taken to contain the disease or treat its impact, all of which are highly uncertain and cannot be predicted at this time. A prolonged economic downturn could have an adverse effect on our revenues related to certain activities such as a decline in demand for certain data products and a decline in IPOs. The COVID-19 pandemic could also have an adverse impact on our customers’ businesses, risk management needs and ability to trade, and the resulting impact on our business will depend on future developments, which are highly uncertain and cannot be predicted. Due to the speed with which the situation is developing, we are not able at this time to estimate the impact of the COVID‑19 outbreak on our business, but the adverse impact on our business, results of operations and financial condition could be material.

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 ~~2019~~2020 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our ~~2019~~2020 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~~We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with the ~~information with respect~~Ellie Mae acquisition. Refer to ~~purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined~~Note 11 to our consolidated financial statements and related notes, which are included elsewhere in ~~Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended March 31, 2020.~~

Period
(2020)
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) (1)
Approximate dollar value of shares that may yet be
purchased under the plans or programs
(in millions) (1)
January 1 - January 31 1,452 $96.07 1,452 $2,261
February 1 - February 29 3,473 $94.34 4,925 $1,933
March 1 - March 31 2,718 $85.42 7,643 $1,701
Total 7,643 $91.50 7,643 $1,701


~~(1)~~	~~Refer to Note 10 to our consolidated financial statements and related notes, which are included elsewhere in this~~

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

~~Exhibit Number~~		~~Description of Document~~
2.1	—		Stock Purchase Agreement, dated as of August 6, 2020, by and among Intercontinental Exchange, Inc., Ellie Mae Intermediate Holdings I, Inc. and Ellie Mae Parent, LP (incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 7, 2020, File No. 001-36198).*
~~10.1~~
10.1	—		The Ninth Amendment, dated as of March 8, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020 and the Eighth Amendment to Credit Agreement, dated as of August 21, 2020).

10.2	—		Transition and Separation Agreement, dated ~~January 21, 2020,~~as of March 2, 2021, between Intercontinental Exchange, ~~Holdings,~~ Inc. and ~~Charles~~Scott A. ~~Vice~~Hill (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on ~~January 21, 2020,~~March 2, 2021, File No. 001-36198)..

~~31.1~~10.3	—		Employment Agreement dated as of February 1, 2021 between ICE Data, LP, a wholly-owned subsidiary of Intercontinental Exchange, Inc. and Lynn Martin.

10.4	—		Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Lynn Martin.

10.5	—		Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher.

10.6	—		Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and David S. Goone.

10.7	—		Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc. and Benjamin R. Jackson.

31.1	—		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive ~~Officer~~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 for the quarter ended March 31, ~~2020,~~2021, formatted in Inline 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 and Redeemable Non-Controlling Interest (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.
~~104~~
104	—		The cover page from Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2020~~2021 formatted in Inline XBRL.

* Certain exhibits and similar attachments to this agreement have been omitted in accordance with Item 601(b)(2) of

Regulation S-K. A copy of any omitted exhibit or other attachment will be furnished supplementally to the SEC upon request.

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)

	~~Intercontinental Exchange, Inc.~~ ~~(Registrant)~~

Date: April ~~30, 2020~~29, 2021	By:		/s/ Scott A. Hill
				Scott A. Hill
				Chief Financial Officer
				(Principal Financial Officer)

5662



Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding at March 31, 2020 and December 31, 2019	—			—
Common stock, $0.01 par value; 1,500 shares authorized; 609 and 607 issued at March 31, 2020 and December 31, 2019, respectively, and 548 and 554 shares outstanding at March 31, 2020 and December 31, 2019, respectively	6			6
Treasury stock, at cost; 61 and 53 shares, respectively	(4,647		)	(3,879		)
Additional paid-in capital	11,810			11,742
Retained earnings	10,103			9,629
Accumulated other comprehensive loss	(333		)	(243		)
Total Intercontinental Exchange, Inc. stockholders’ equity	16,939			17,255
Non-controlling interest in consolidated subsidiaries	26			31
Total equity	16,965			17,286
Total liabilities and equity	$	138,901		$	94,493



	Allowance for Doubtful Accounts
Beginning balance as of December 31, 2019	$	8
Impact of adoption of ASU 2016-13	13
Bad debt expense	3
Charge-offs	(2		)
Ending balance as of March 31, 2020	$	22



Goodwill balance at December 31, 2019	$	13,342
Acquisitions	219
Foreign currency translation	(36		)
Other activity, net	2
Goodwill balance at March 31, 2020	$	13,527



Other intangible assets balance at December 31, 2019	$	10,258
Acquisitions	66
Foreign currency translation	(42		)
Amortization of other intangible assets	(70		)
Other intangible assets balance at March 31, 2020	$	10,212



	As of March 31, 2020		As of December 31, 2019
Debt:
Short-term debt:
Commercial Paper	$	1,814	$	1,311
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)	1,249		1,248
Other short-term debt	8		10
Total short-term debt	3,071		2,569
Long-term debt:
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	498		497
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	398		398
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	795		794
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,244		1,244
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	496		496
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	592		592
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,229		1,229
Total long-term debt	5,252		5,250
Total debt	$	8,323	$	7,819



	Number of Options (in thousands)		Weighted Average Exercise Price per Option
Outstanding at December 31, 2019	3,501		$	51.87
Granted	413		92.63
Exercised	(261	)	42.09
Forfeited	(13	)	67.00
Outstanding at March 31, 2020	3,640		57.15



	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	3,640	$	57.15	6.1	$	91
Exercisable	2,738	$	48.93	5.1	$	87



	Three Months Ended March 31,
Options exercised:	2020		2019
Total intrinsic value of options exercised (in millions)	$	13	$	8



	Number of Restricted Shares (in thousands)	Weighted Average Grant-Date Fair Value per Share
Nonvested at December 31, 2019	3,728	$	68.87
Granted	1,288	92.57
Vested	(1,868)	64.27
Forfeited	(45)	73.25
Nonvested at March 31, 2020	3,103	81.41



	ICE Clear Europe ⁽²⁾		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	28,318	$	22,145	$	6,802	$	—	$	2	$	57,267
Unsettled variation margin, net	—		—		—		255		—		255
Guaranty fund	4,144		2,268		463		—		5		6,880
Delivery contracts receivable/payable, net	—		—		—		585		—		585
Total	$	32,462	$	24,413	$	7,265	$	840	$	7	$	64,987



	As of March 31, 2020
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	29,171	$	11,682	$	15,100	$	—	$	55,953
Letters of credit	—		—		—		2,184		2,184
ICE NGX cash deposits	—		—		—		260		260
Total	$	29,171	$	11,682	$	15,100	$	2,444	$	58,397
Guaranty fund:
Government securities at face value	$	443	$	678	$	213	$	—	$	1,334



	As of December 31, 2019
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	30,635	$	13,710	$	12,633	$	—	$	56,978
Letters of credit	—		—		—		2,469		2,469
ICE NGX cash deposits	—		—		—		362		362
Total	$	30,635	$	13,710	$	12,633	$	2,831	$	59,809
Guaranty fund:
Government securities at face value	$	475	$	523	$	243	$	—	$	1,241



	Three Months Ended March 31, 2020						Three Months Ended March 31, 2019
	Trading and Clearing Segment		Data and Listings Segment		Consolidated		Trading and Clearing Segment		Data and Listings Segment		Consolidated
Revenues:
Energy futures and options contracts	$	353	$	—	$	353	$	229	$	—	$	229
Agricultural and metals futures and options contracts	84		—		84		62		—		62
Financial futures and options contracts	123		—		123		83		—		83
Cash equities and equity options	669		—		669		390		—		390
Fixed income and credit	122		—		122		87		—		87
OTC and other transactions	13		—		13		11		—		11
Pricing and analytics	—		276		276		—		266		266
Exchange data and feeds	—		180		180		—		176		176
Desktops and connectivity	—		108		108		—		104		104
Listings	—		112		112		—		111		111
Other revenues	75		—		75		64		—		64
Revenues	1,439		676		2,115		926		657		1,583
Transaction-based expenses	556		—		556		313		—		313
Revenues, less transaction-based expenses	883		676		1,559		613		657		1,270
Operating expenses	310		367		677		228		377		605
Operating income	$	573	$	309	$	882	$	385	$	280	$	665



Trading and Clearing Segment:	Three Months Ended March 31,
	2020			2019			Change
Operating expenses	$	310		$	228		36	%
Adjusted operating expenses⁽¹⁾	$	275		$	205		34	%
Operating income	$	573		$	385		49	%
Adjusted operating income⁽¹⁾	$	608		$	408		49	%
Operating margin	65		%	63		%	2 pts
Adjusted operating margin⁽¹⁾	69		%	67		%	2 pts



Data and Listings Segment:	Three Months Ended March 31,
	2020			2019			Change
Operating expenses	$	367		$	377		(3	)%
Adjusted operating expenses⁽¹⁾	$	322		$	323		—	%
Operating income	$	309		$	280		10	%
Adjusted operating income⁽¹⁾	$	354		$	334		6	%
Operating margin	46		%	43		%	3 pts
Adjusted operating margin⁽¹⁾	52		%	51		%	1 pt



	Three Months Ended,
	March 31, 2020			December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Revenues:
Energy futures and options contracts	$	353		$	243		$	265		$	255		$	229
Agricultural and metals futures and options contracts	84			57			60			72			62
Financial futures and options contracts	123			80			91			78			83
Cash equities and equity options	669			442			401			410			390
Fixed income and credit	122			96			101			80			87
OTC and other transactions	13			11			11			12			11
Total transaction and clearing, net	1,364			929			929			907			862
Pricing and analytics	276			274			273			270			266
Exchange data and feeds	180			176			172			180			176
Desktops and connectivity	108			109			108			103			104
Total data services	564			559			553			553			546
Listings	112			113			114			111			111
Other revenues	75			66			67			63			64
Total revenues	2,115			1,667			1,663			1,634			1,583
Transaction-based expenses	556			369			327			336			313
Total revenues, less transaction-based expenses	1,559			1,298			1,336			1,298			1,270
Compensation and benefits	278			274			261			259			248
Professional services	29			28			35			29			33
Acquisition-related transaction and integration costs	12			1			—			1			—
Technology and communication	131			123			126			113			107
Rent and occupancy	21			16			17			18			17
Selling, general and administrative	49			45			33			41			42
Depreciation and amortization	157			189			158			157			158
Total operating expenses	677			676			630			618			605
Operating income	882			622			706			680			665
Other income (expense), net	(46		)	(35		)	(66		)	(52		)	(39		)
Income tax expense	178			134			103			150			134
Net income	$	658		$	453		$	537		$	478		$	492
Net income attributable to non-controlling interest	(8		)	(5		)	(8		)	(6		)	(8		)
Net income attributable to Intercontinental Exchange, Inc.	$	650		$	448		$	529		$	472		$	484



	Changes in Accumulated Other Comprehensive Income (Loss) from Foreign Currency Translation Adjustments (in millions)
Balance, as of December 31, 2019	$	(177	)
Net current period other comprehensive income (loss)	(90		)
Balance, as of March 31, 2020	$	(267	)



Period (2020)	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) (1)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (1)
January 1 - January 31	1,452	$96.07	1,452	$2,261
February 1 - February 29	3,473	$94.34	4,925	$1,933
March 1 - March 31	2,718	$85.42	7,643	$1,701
Total	7,643	$91.50	7,643	$1,701

Account Type

As of March 31, 2020
(In C$ millions)

As of March 31, 2020
(In $USD millions)

Daylight liquidity facility

Overdraft facility