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, ~~2021~~2022


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, Atlanta, Georgia			30328
(Address of principal executive offices)			(Zip Code)

(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 26, 2021,~~May 2, 2022, the number of shares of the registrant’s Common Stock outstanding was ~~562,765,755~~558,266,299 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended March 31, ~~2021~~2022

TABLE OF CONTENTS




PART I.	Financial Statements
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021	2
	Consolidated Statements of Income for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021	5
	Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021	6
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021	7
	Notes to Consolidated Financial Statements	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2657
Item 4.	Controls and Procedures	2860

PART II.	Other Information
Item 1.	Legal Proceedings	2960
Item 1A.	Risk Factors	2960
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2960
Item 3.	Defaults Upon Senior Securities	2960
Item 4.	Mine Safety Disclosures	2961
Item 5.	Other Information	2961
Item 6.	Exhibits	3061
SIGNATURES		3162

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 December 31, 2021
		As of		As of			March 31, 2022
		March 31, 2021		December 31, 2020			(Unaudited)
Assets:	Assets:					Assets:
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	562	$	583	Cash and cash equivalents	$	638	$	607
Short-term restricted cash and cash equivalents	Short-term restricted cash and cash equivalents	1,065		1,000		Short-term restricted cash and cash equivalents	1,101		1,035
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
Cash and cash equivalent margin deposits and guaranty funds						Cash and cash equivalent margin deposits and guaranty funds	161,147		145,936
Invested deposits, delivery contracts receivable and unsettled variation margin						Invested deposits, delivery contracts receivable and unsettled variation margin	3,776		4,493
Customer accounts receivable, net of allowance for doubtful accounts of $24 at both March 31, 2022 and December 31, 2021						Customer accounts receivable, net of allowance for doubtful accounts of $24 at both March 31, 2022 and December 31, 2021	1,696		1,208
Prepaid expenses and other current assets	Prepaid expenses and other current assets	410		323		Prepaid expenses and other current assets	1,020		1,021
Total current assets	Total current assets	89,175		87,219		Total current assets	169,378		154,300
Property and equipment, net	Property and equipment, net	1,731		1,713		Property and equipment, net	1,733		1,699
Other non-current assets:	Other non-current assets:					Other non-current assets:
Goodwill	Goodwill	21,304		21,291		Goodwill	21,141		21,123
Other intangible assets, net	Other intangible assets, net	14,242		14,408		Other intangible assets, net	13,576		13,736
Long-term restricted cash and cash equivalents	Long-term restricted cash and cash equivalents	398		408		Long-term restricted cash and cash equivalents	405		398
Other non-current assets	Other non-current assets	1,195		1,161		Other non-current assets	2,255		2,246
Total other non-current assets	Total other non-current assets	37,139		37,268		Total other non-current assets	37,377		37,503
Total assets	Total assets	$	128,045	$	126,200	Total assets	$	208,488	$	193,502

Liabilities and Equity:	Liabilities and Equity:					Liabilities and Equity:
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	673	$	639	Accounts payable and accrued liabilities	$	733	$	703
Section 31 fees payable	Section 31 fees payable	123		207		Section 31 fees payable	50		57
Accrued salaries and benefits	Accrued salaries and benefits	136		346		Accrued salaries and benefits	148		354
Deferred revenue	Deferred revenue	523		158		Deferred revenue	589		194
Short-term debt	Short-term debt	2,068		2,411		Short-term debt	1,777		1,521
Margin deposits, guaranty funds and delivery contracts payable		85,608		84,083
Margin deposits and guaranty funds						Margin deposits and guaranty funds	161,147		145,936
Invested deposits, delivery contracts payable and unsettled variation margin						Invested deposits, delivery contracts payable and unsettled variation margin	3,776		4,493
Other current liabilities	Other current liabilities	271		155		Other current liabilities	259		153
Total current liabilities	Total current liabilities	89,402		87,999		Total current liabilities	168,479		153,411
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Non-current deferred tax liability, net	Non-current deferred tax liability, net	3,527		3,563		Non-current deferred tax liability, net	4,011		4,100
Long-term debt	Long-term debt	14,131		14,126		Long-term debt	12,401		12,397
Accrued employee benefits	Accrued employee benefits	203		206		Accrued employee benefits	195		200
Non-current operating lease liability	Non-current operating lease liability	306		320		Non-current operating lease liability	288		252
Other non-current liabilities	Other non-current liabilities	391		359		Other non-current liabilities	411		394
Total non-current liabilities	Total non-current liabilities	18,558		18,574		Total non-current liabilities	17,306		17,343
Total liabilities	Total liabilities	107,960		106,573		Total liabilities	185,785		170,754
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Redeemable non-controlling interest in consolidated subsidiaries		91		93


Equity:	Equity:					Equity:
Intercontinental Exchange, Inc. stockholders’ equity:	Intercontinental Exchange, Inc. stockholders’ 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)
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding						Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding	—		—
Common stock, $0.01 par value; 1,500 shares authorized; 633 and 631 issued at March 31, 2022 and December 31, 2021, respectively, and 559 and 561 shares outstanding at March 31, 2022 and December 31, 2021, respectively						Common stock, $0.01 par value; 1,500 shares authorized; 633 and 631 issued at March 31, 2022 and December 31, 2021, respectively, and 559 and 561 shares outstanding at March 31, 2022 and December 31, 2021, respectively	6		6
Treasury stock, at cost; 74 and 70 shares at March 31, 2022 and December 31, 2021, respectively						Treasury stock, at cost; 74 and 70 shares at March 31, 2022 and December 31, 2021, respectively	(6,064)		(5,520)
Additional paid-in capital	Additional paid-in capital	13,908		13,845		Additional paid-in capital	14,153		14,069
Retained earnings	Retained earnings	11,498		11,039		Retained earnings	14,793		14,350
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(184)		(192)		Accumulated other comprehensive loss	(221)		(196)
Total Intercontinental Exchange, Inc. stockholders’ equity	Total Intercontinental Exchange, Inc. stockholders’ equity	19,963		19,498		Total Intercontinental Exchange, Inc. stockholders’ equity	22,667		22,709
Non-controlling interest in consolidated subsidiaries	Non-controlling interest in consolidated subsidiaries	31		36		Non-controlling interest in consolidated subsidiaries	36		39
Total equity	Total equity	19,994		19,534		Total equity	22,703		22,748
Total liabilities and equity	Total liabilities and equity	$	128,045	$	126,200	Total liabilities and equity	$	208,488	$	193,502

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)


		Three Months Ended March 31,				Three Months Ended March 31,
		2021		2020				2022		2021
Revenues:	Revenues:						Revenues:
Exchanges	Exchanges	$	1,606	$	1,605		Exchanges	$	1,643	$	1,606
Fixed income and data services	Fixed income and data services	468		464			Fixed income and data services	509		468
Mortgage technology	Mortgage technology	355		46			Mortgage technology	307		355
Total revenues	Total revenues	2,429		2,115			Total revenues	2,459		2,429
Transaction-based expenses:	Transaction-based expenses:						Transaction-based expenses:
Section 31 fees	Section 31 fees	125		166			Section 31 fees	51		125
Cash liquidity payments, routing and clearing	Cash liquidity payments, routing and clearing	507		390			Cash liquidity payments, routing and clearing	509		507
Total revenues, less transaction-based expenses	Total revenues, less transaction-based expenses	1,797		1,559			Total revenues, less transaction-based expenses	1,899		1,797
Operating expenses:	Operating expenses:						Operating expenses:
Compensation and benefits	Compensation and benefits	354		278			Compensation and benefits	359		354
Professional services	Professional services	44		29			Professional services	34		44
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	18		12			Acquisition-related transaction and integration costs	9		18
Technology and communication	Technology and communication	162		131			Technology and communication	175		162
Rent and occupancy	Rent and occupancy	21		21			Rent and occupancy	21		21
Selling, general and administrative	Selling, general and administrative	51		49			Selling, general and administrative	55		51
Depreciation and amortization	Depreciation and amortization	255		157			Depreciation and amortization	254		255
Total operating expenses	Total operating expenses	905		677			Total operating expenses	907		905
Operating income	Operating income	892		882			Operating income	992		892
Other income (expense):
Other income/(expense):							Other income/(expense):
Interest income	Interest income	0		6			Interest income	1		—
Interest expense	Interest expense	(107)		(72)			Interest expense	(103)		(107)
Other income, net		48		20
Other income (expense), net		(59)		(46)
Other income/(expense), net							Other income/(expense), net	(58)		48
Other income/(expense), net							Other income/(expense), net	(160)		(59)
Income before income tax expense	Income before income tax expense	833		836			Income before income tax expense	832		833
Income tax expense	Income tax expense	183		178			Income tax expense	165		183
Net income	Net income	$	650	$	658		Net income	$	667	$	650
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	(4)		(8)			Net income attributable to non-controlling interest	(10)		(4)
Net income attributable to Intercontinental Exchange, Inc.	Net income attributable to Intercontinental Exchange, Inc.	$	646	$	650		Net income attributable to Intercontinental Exchange, Inc.	$	657	$	646
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:	Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:						Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	Basic	$	1.15	$	1.18		Basic	$	1.17	$	1.15
Diluted	Diluted	$	1.14	$	1.17		Diluted	$	1.16	$	1.14
Weighted average common shares outstanding:	Weighted average common shares outstanding:						Weighted average common shares outstanding:
Basic	Basic	562		552			Basic	561		562
Diluted	Diluted	565		555			Diluted	564		565

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


		Three Months Ended March 31,				Three Months Ended March 31,
		2021		2020				2022		2021
Net income	Net income	$	650	$	658		Net income	$	667	$	650
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)
Other comprehensive income/(loss):							Other comprehensive income/(loss):
Foreign currency translation adjustments, net of tax benefit of $1 for the three months ended March 31, 2021							Foreign currency translation adjustments, net of tax benefit of $1 for the three months ended March 31, 2021	(25)		7
Change in equity method investment	Change in equity method investment	1		0			Change in equity method investment	—		1

Other comprehensive income (loss)		8		(90)
Other comprehensive income/(loss)							Other comprehensive income/(loss)	(25)		8
Comprehensive income	Comprehensive income	$	658	$	568		Comprehensive income	$	642	$	658
Comprehensive income attributable to non-controlling interest	Comprehensive income attributable to non-controlling interest	(4)		(8)			Comprehensive income attributable to non-controlling interest	(10)		(4)
Comprehensive income attributable to Intercontinental Exchange, Inc.	Comprehensive income attributable to Intercontinental Exchange, Inc.	$	654	$	560		Comprehensive income attributable to Intercontinental Exchange, Inc.	$	632	$	654

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
		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, 2020		629	$	6	(68)	$	(5,200)	$	13,845	$	11,039	$	(192)	$	36	$	19,534	$	93
Other comprehensive income		—	—		—	—		—		—		8		—		8		—
Balance, as of December 31, 2021																				Balance, as of December 31, 2021	631	$	6	(70)	$	(5,520)	$	14,069	$	14,350	$	(196)	$	39	$	22,748
Other comprehensive loss																				Other comprehensive loss	—	—		—	—		—		—		(25)		—		(25)

Exercise of common stock options	Exercise of common stock options	—	—		—	—		3		—		—		—		3		—		Exercise of common stock options	—	—		—	—		15		—		—		—		15

Repurchases of common stock																				Repurchases of common stock	—	—		(3)	(475)		—		—		—		—		(475)
Payments relating to treasury shares	Payments relating to treasury shares	—	—		—	(65)		—		—		—		—		(65)		—		Payments relating to treasury shares	—	—		(1)	(69)		—		—		—		—		(69)
Stock-based compensation	Stock-based compensation	—	—		—	—		42		—		—		—		42		—		Stock-based compensation	—	—		—	—		45		—		—		—		45
Issuance under the employee stock purchase plan	Issuance under the employee stock purchase plan	—	—		—	—		18		—		—		—		18		—		Issuance under the employee stock purchase plan	—	—		—	—		24		—		—		—		24

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

Distributions of profits	Distributions of profits	—	—		—	—		—		—		—		(11)		(11)		—		Distributions of profits	—	—		—	—		—		—		—		(13)		(13)
Dividends paid to stockholders	Dividends paid to stockholders	—	—		—	—		—		(187)		—		—		(187)		—		Dividends paid to stockholders	—	—		—	—		—		(214)		—		—		(214)

Net income (loss) attributable to non-controlling interest		—	—		—	—		—		(4)		—		6		2		(2)
Net income/(loss) attributable to non-controlling interest																				Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(10)		—		10		—
Net income	Net income	—	—		—	—		—		650		—		—		650		—		Net income	—	—		—	—		—		667		—		—		667
Balance, as of March 31, 2021		631	$	6	(68)	$	(5,265)	$	13,908	$	11,498	$	(184)	$	31	$	19,994	$	91
Balance, as of March 31, 2022																				Balance, as of March 31, 2022	633	$	6	(74)	$	(6,064)	$	14,153	$	14,793	$	(221)	$	36	$	22,703

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)
Shares Value Shares Value
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 — — — — — (10) — — (10) —
Other comprehensive loss — — — — — — (90) — (90) —
Exercise of common stock options — — — — 11 — — — 11 —
Repurchases of common stock — — (8) (699) — — — — (699) —
Payments relating to treasury shares — — — (69) — — — — (69) —
Stock-based compensation — — — — 38 — — — 38 9
Issuance under the employee stock purchase plan — — — — 16 — — — 16 —
Warrants issued to minority interest holders — — — — 3 — — — 3 2
Issuance of restricted stock 2 — — — — — — — — —
Distributions of profits — — — — — — — (15) (15) —
Dividends paid to stockholders — — — — — (166) — — (166) —
Redeemable non-controlling interest — — — — — — — — — 10
Net income (loss) attributable to non-controlling interest — — — — — (8) — 10 2 (2)
Net income — — — — — 658 — — 658 —
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. 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)
	Shares	Value		Shares	Value
Balance, as of December 31, 2020	629	$	6	(68)	$	(5,200)	$	13,845	$	11,039	$	(192)	$	36	$	19,534	$	93
Other comprehensive income	—	—		—	—		—		—		8		—		8		—
Exercise of common stock options	—	—		—	—		3		—		—		—		3		—

Payments relating to treasury shares	—	—		—	(65)		—		—		—		—		(65)		—
Stock-based compensation	—	—		—	—		42		—		—		—		42		—
Issuance under the employee stock purchase plan	—	—		—	—		18		—		—		—		18		—
Issuance of restricted stock	2	—		—	—		—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(11)		(11)		—
Dividends paid to stockholders	—	—		—	—		—		(187)		—		—		(187)		—

Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(4)		—		6		2		(2)
Net income	—	—		—	—		—		650		—		—		650		—
Balance, as of March 31, 2021	631	$	6	(68)	$	(5,265)	$	13,908	$	11,498	$	(184)	$	31	$	19,994	$	91

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Operating activities:
Net income	$	667	$	650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	254		255
Stock-based compensation	38		36
Deferred taxes	(86)		(22)


Net losses/(income) from unconsolidated investees	42		(25)
Other	9		15
Changes in assets and liabilities:
Customer accounts receivable	(480)		(303)
Other current and non-current assets	(56)		(108)
Section 31 fees payable	(7)		(84)
Deferred revenue	411		375
Other current and non-current liabilities	(36)		(55)
Total adjustments	89		84
Net cash provided by operating activities	756		734

Investing activities:
Capital expenditures	(36)		(40)
Capitalized software development costs	(67)		(76)
Purchases of invested margin deposits	(651)		(1,140)
Proceeds from sales of invested margin deposits	1,709		1,700


Other	(73)		—


Net cash provided by investing activities	882		444

Financing activities:


Proceeds from/(redemption of) commercial paper, net	256		(343)
Repurchases of common stock	(475)		—
Dividends to stockholders	(214)		(187)
Change in cash and cash equivalent margin deposits and guaranty funds	14,153		1,471
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(69)		(65)



Other	27		12
Net cash provided by financing activities	13,678		888
Effect of exchange rate changes on cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	(1)		(1)
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	15,315		2,065
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period	147,976		83,619
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period	$	163,291	$	85,684

Supplemental cash flow disclosure:

Cash paid for income taxes	$	90	$	131
Cash paid for interest	$	117	$	128

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(In millions)

(Unaudited)

Three Months Ended March 31,
2021 2020
Operating activities:
Net income $ 650 $ 658
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 255 157
Stock-based compensation 36 41
Deferred taxes (22) (3)
Other (10) (11)
Changes in assets and liabilities:
Customer accounts receivable (303) (600)
Other current and non-current assets (108) (35)
Section 31 fees payable (84) 27
Deferred revenue 375 372
Other current and non-current liabilities (55) (86)
Total adjustments 84 (138)
Net cash provided by operating activities 734 520
Investing activities:
Capital expenditures (40) (15)
Capitalized software development costs (76) (44)
Cash paid for acquisitions, net of cash acquired 0 (249)
Proceeds from investments, net 0 6
Net cash used in investing activities (116) (302)
Financing activities:
Proceeds from/(redemption of) commercial paper, net (343) 503
Repurchases of common stock 0 (699)
Dividends to stockholders (187) (166)
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises (65) (69)
Other 12 20
Net cash used in financing activities (583) (411)
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 34 (202)
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 $ 2,025 $ 1,986
Supplemental cash flow disclosure:
Cash paid for income taxes $ 131 $ 127
Cash paid for interest $ 128 $ 69


Reconciliation of the components of cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the balance sheet:	As of March 31, 2022		As of March 31, 2021
Cash and cash equivalents	$	638	$	562
Short-term restricted cash and cash equivalents	1,101		1,065
Long-term restricted cash and cash equivalents	405		398
Cash and cash equivalent margin deposits and guaranty funds	161,147		83,659
Total	$	163,291	$	85,684

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

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 financial securities.

•In our Fixed Income and Data Services segment, we provide fixed income pricing, reference data, indices, analytics and execution services as well as global credit default swap, or 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, from application through closing and the secondary market.

We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, ~~Singapore~~Asia Pacific and ~~Abu Dhabi Global Market, or ADGM, and offer technology and data solutions to~~ the ~~U.S. mortgage industry.~~Middle East.

2. Summary of Significant Accounting Policies

Basis of Presentation

We prepared the accompanying unaudited consolidated financial statements 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, ~~2020.~~2021. 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, ~~2021~~2022 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~~have considered the impacts of the ongoing conflict between Russia, Belarus 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~~Ukraine on our financial ~~statements because we determined that a change in reportable segments had occurred (Note 16).~~statements. As of March 31, 2022, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the extent and duration of this ongoing conflict and the impact that it may have on the global economy and on our business.

Consolidated Statements of Cash Flows Presentation

As of December 31, 2021, we revised our ~~business is conducted through 3 reportable business segments:~~consolidated statements of cash flows to include changes in cash and cash equivalent margin within cash flows from financing activities and changes in invested margin deposits within cash flows from investing activities. This immaterial revision did not have an effect on our ~~Exchanges segment, our Fixed Income~~previously reported consolidated balance sheets, statements of income, statements of comprehensive income, or statements of changes in equity and ~~Data Services segment,~~redeemable non-controlling interest or the related disclosures. Cash and ~~our Mortgage Technology segment. Prior periods have been restated~~cash equivalent margin amounts cannot be used to ~~reflect this change.~~satisfy the Company's operating or other liabilities, as further discussed in Note 12. The ~~majority of our identifiable assets are located in~~following table summarizes the ~~U.S and U.K.~~

immaterial revisions to our historical consolidated statements of cash flows for the three months ended March 31, 2021 (in millions):


	Three Months Ended March 31, 2021
	As Previously Presented		Adjustment		As Adjusted
Purchases of invested margin deposits (within investing activities)	$	—	$	(1,140)	$	(1,140)
Proceeds from sales of invested margin deposits (within investing activities)	—		1,700		1,700
Net cash provided by/(used in) investing activities	(116)		560		444
Change in cash and cash equivalent margin deposits and guaranty funds (within financing activities)	—		1,471		1,471
Net cash provided by/(used in) financing activities	(583)		1,471		888
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	34		2,031		2,065
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period	1,991		81,628		83,619
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period	$	2,025	$	83,659	$	85,684

Recently Adopted Accounting Pronouncements

During the three months ended March 31, ~~2021,~~2022, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, or the 2021 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):


	~~Preliminary Purchase Price Allocation~~
~~Cash and cash equivalents~~	$	~~335~~
~~Property and equipment~~	~~127~~
~~Goodwill~~	~~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~~	$	~~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~~
~~Total revenues, less transaction-based expenses~~	$	~~1,733~~


~~Net income attributable to ICE~~	$	~~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.Divestiture

Bakkt Transaction

~~On January 11,~~As discussed in Note 3 to the consolidated financial statements included in Part II, Item 8 of our 2021 ~~we announced that~~Form 10-K, on October 15, 2021, Bakkt Holdings, LLC, or Bakkt, ~~had entered into a definitive agreement to combine~~completed its merger 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~~was renamed Bakkt Holdings, Inc. and is ~~expected to be~~ listed on the New York Stock Exchange, or NYSE.

~~As part of~~Following the transaction, ~~Bakkt’s existing equity holders and management will roll 100% of their equity into~~we held an approximate 68% economic interest in the combined company. ~~Assuming no shareholders~~As a result of ~~VIH exercise their redemption rights, current~~limitations on ICE from the Bakkt ~~equity holders, including ICE, will own approximately 78% of~~voting agreement entered into in connection with 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,~~transaction, we ~~are expected to have a 65% economic interest and~~hold a minority voting interest in the combined company. Prior to the closing, Bakkt revenues and operating expenses ~~continue to be~~were reported within our consolidated revenues and operating expenses. Following the closing, ~~we will have~~as a consequence of holding a minority voting interest in the combined company, ~~and as a consequence,~~during the fourth quarter of 2021 we ~~expect to deconsolidate~~deconsolidated 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.~~

4. ~~Allowance for Credit Losses~~ Investments

~~Accounts Receivable~~

~~We measure credit losses in accordance with Accounting Standards Update 2016-13, or ASU 2016-13,~~ ~~Financial Instruments- Measurement of Credit Losses on Financial Instruments~~. Based on the high turnover and collectability of our accounts receivable, as well as the monthly billing process for the majority of revenue, we have not experienced significant changes in our loss provision 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, cash trading, listings, technology services, mortgage technology, CDS transactions and bilateral OTC energy 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 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 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. 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 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, 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

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, 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.

5.Equity Investments

Our equity investments, including our ~~investments~~investment 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 1514 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, 2021, OCC is our only equity method investment and is included in other non-current assets in the accompanying consolidated balance sheet. We recognized $25 million and $17 million during the three months ended March 31, 2021 and 2020, respectively, of equity earnings as our share of OCC's estimated 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.

~~Investment in~~ Euroclear

We own a 9.8% stake in Euroclear as of March 31, ~~2021,~~2022 that we originally purchased for $631 million, and we 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. As of March 31, 2022, the adjusted fair value of our Euroclear investment was $701 million.

On October 18, 2021, we announced that we had reached an agreement to sell our entire 9.8% stake in Euroclear for €709 million. As a result, the entire carrying value of our Euroclear investment is included in other ~~non-current~~current assets inwithin our accompanying consolidated balance ~~sheets.~~sheet. The sale is subject to customary closing conditions and regulatory approval.

We did not receive a dividend from Euroclear during the three months ended March 31, 2022. We recognized dividend income of $30 million during the three months ended March 31, 2021 from Euroclear, which is included in other income.

Equity Method Investments

Our equity method investments include the Options Clearing Corporation, or OCC, and Bakkt, among others. Our equity method investments are included in other non-current assets in the accompanying consolidated balance sheet. We carry our equity method investments at cost and assess the carrying value periodically if impairment indicators are present. At the end of each reporting period, we record our share of profits or losses of our equity method investments as equity earnings included in other income. We recognized ($42 million) and $25 million as our share of estimated (losses)/profits, net, from our equity method investments during the three months ended March 31, 2022 and 2021, respectively. The estimated losses during the three months ended March 31, 2022 are primarily related to our investment in Bakkt, and the estimated profits during the three months ended March 31, 2021 are related to our investment in OCC. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.

Investment in OCC

We own a 40% interest in OCC through a direct investment by the NYSE. OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. OCC serves as a clearing house for securities options, security futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges.

Investment in Bakkt

Following Bakkt's October 15, 2021 merger with VIH, we held an approximate 68% economic interest in Bakkt and treat it as an equity method investment (see Note 3). As ~~a result~~ of ~~a 2020 European regulation limiting dividend payments, we did not receive a Euroclear dividend in 2020.~~March 31, 2022 the carrying value of our Bakkt investment is $1.5 billion.

6.5. 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 rebates, 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, certain data services, clearing services, mortgage technology services and other revenues. Deferred revenue is our only significant contract liability. See Note 87 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 mortgage services, our performance obligations are short term in nature and there is no significant variable consideration. 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~~the consolidated financial statements included in Part II, Item 8 of our ~~2020~~2021 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 ~~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

15:

1211


		Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated			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
Three Months Ended March 31, 2022:										Three Months Ended March 31, 2022:
Total revenues	Total revenues	1,605		464		46		2,115		Total revenues	$	1,643	$	509	$	307	$	2,459
Transaction-based expenses	Transaction-based expenses	556		0		0		556		Transaction-based expenses	560		—		—		560
Total revenues, less transaction-based expenses	Total revenues, less transaction-based expenses	$	1,049	$	464	$	46	$	1,559	Total revenues, less transaction-based expenses	$	1,083	$	509	$	307	$	1,899

Timing of Revenue Recognition	Timing of Revenue Recognition									Timing of Revenue Recognition
Services transferred at a point in time	Services transferred at a point in time	$	638	$	83	$	44	$	765	Services transferred at a point in time	$	634	$	76	$	142	$	852
Services transferred over time	Services transferred over time	411		381		2		794		Services transferred over time	449		433		165		1,047
Total revenues, less transaction-based expenses	Total revenues, less transaction-based expenses	$	1,049	$	464	$	46	$	1,559	Total revenues, less transaction-based expenses	$	1,083	$	509	$	307	$	1,899


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended March 31, 2021:
Total revenues	$	1,606	$	468	$	355	$	2,429
Transaction-based expenses	632		—		—		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

The Exchanges segment revenues above include ~~$207~~$214 million and ~~$193~~$207 million of data services revenues for the three months ended March 31, 2022 and 2021, ~~and 2020, respectively, and~~respectively. Fixed Income and Data Services segment revenues above include ~~$399~~$422 million and ~~$371~~$399 million of data services revenues for the three months ended March 31, 2022 and 2021, ~~and 2020, respectively, for~~respectively. Our data services revenues are transferred over ~~time. A~~time, and 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~~$129 million and ~~$78~~$113 million for the three months ended March 31, 2022 and 2021, respectively, of services transferred over time related to listings, as well as $76 million and ~~2020,~~$66 million for the three months ended March 31, 2022 and 2021, respectively, for services transferred over time related to risk management of open interest performance obligations. In addition, the Exchanges segment revenues include $30 million and $27 million for the three months ended March 31, 2022 and 2021, respectively, of services transferred over time related to regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues above also include $9$11 million and ~~$10~~$9 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, for services transferred over time related to risk management of open interest performance ~~obligations.~~ obligations, primarily in our CDS business.

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 ~~satisfied. Contracts generally range from one year~~satisfied, and to ~~five years.~~a lesser extent, professional services revenues.

7.6. Goodwill and Other Intangible Assets

The following is a summary of the activity in the goodwill balance for the three months ended March 31, ~~2021~~2022 (in millions):


Goodwill balance at December 31, ~~2020~~2021	$	~~21,291~~21,123
Acquisitions	32
Foreign currency translation	3 (11)
Other activity, net	10 (3)
Goodwill balance at March 31, ~~2021~~2022	$	~~21,304~~21,141

The following is a summary of the activity in the other intangible assets balance for the three months ended March 31, ~~2021~~2022 (in millions):


Other intangible assets balance at December 31, ~~2020~~2021	$	~~14,408~~13,736


Foreign currency translation	4 (10)

Amortization of other intangible assets	~~(159)~~(153)
Other activity, net	~~(11)~~3
Other intangible assets balance at March 31, ~~2021~~2022	$	~~14,242~~13,576

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~~changes in other activity, net, in the table above primarily ~~relates~~relate to adjustments to the fair value of the net tangible and intangible assets ~~relating to~~made within one year of acquisitions, with a corresponding adjustment to goodwill. We have performed an analysis of impairment indicators and did 0tnot recognize any impairment losses on goodwill or other intangible assets during the three months ended March 31, ~~2021.~~2022.

8.7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was ~~$634~~$695 million as of March 31, ~~2021,~~2022, including ~~$523~~$589 million in current deferred revenue and ~~$111~~$106 million in other non-current liabilities. The changes in our deferred revenue during the three months ended March 31, 2022 are as follows (in millions):


	Annual Listings Revenues		Original Listings Revenues		Other Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at December 31, 2021	$	—	$	19	$	93	$	93	$	79	$	284
Additions	419		26		27		186		26		684
Amortization	(108)		(9)		(12)		(112)		(32)		(273)
Deferred revenue balance at March 31, 2022	$	311	$	36	$	108	$	167	$	73	$	695

The changes in our deferred revenue during the three months ended March 31, 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		Mortgage Technology		Total
Deferred revenue balance at December 31, 2020	Deferred revenue balance at December 31, 2020	$	0	$	13	$	92	$	95	$	59	$	259	Deferred revenue balance at December 31, 2020	$	—	$	13	$	92	$	95	$	59	$	259
Additions	Additions	377		9		24		175		19		604		Additions	377		9		24		175		19		604
Amortization	Amortization	(96)		(6)		(12)		(105)		(10)		(229)		Amortization	(96)		(6)		(12)		(105)		(10)		(229)
Deferred revenue balance at March 31, 2021	Deferred revenue balance at March 31, 2021	$	281	$	16	$	104	$	165	$	68	$	634	Deferred revenue balance at March 31, 2021	$	281	$	16	$	104	$	165	$	68	$	634

~~The changes~~Included in ~~our deferred revenue~~the amortization recognized during the three months ended March 31, ~~2020 are~~2022 is $73 million related to the deferred revenue balance 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, 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

of December 31, 2021. Included in the amortization recognized ~~during~~for 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 December 31, 2019.~~ As of March 31, ~~2021,~~2022, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note ~~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.~~5.

1413

9.8. Debt

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


		As of March 31, 2021		As of December 31, 2020			As of March 31, 2022		As of December 31, 2021
Debt:	Debt:					Debt:
Short-term debt:	Short-term debt:					Short-term debt:
Commercial Paper	Commercial Paper	$	2,062	$	2,405	Commercial Paper	$	1,268	$	1,012

2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)						2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	500		499
Other short-term debt	Other short-term debt	6		6		Other short-term debt	9		10
Total short-term debt	Total short-term debt	2,068		2,411		Total short-term debt	1,777		1,521
Long-term debt:	Long-term debt:					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)	2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	995		995		2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	998		997
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		398		2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		399
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	796		796		2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	798		797
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,245		1,245		2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,246		1,246
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		496		2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		497
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	593		593		2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	594		594
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,232		1,232		2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,235		1,234
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,482		1,481		2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,483		1,483
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,229		1,229		2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,230		1,230
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,230		1,230		2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,231		1,230
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,219		1,219		2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,220		1,220
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,470		1,470		2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,470		1,470
Total long-term debt	Total long-term debt	14,131		14,126		Total long-term debt	12,401		12,397
Total debt	Total debt	$	16,199	$	16,537	Total debt	$	14,178	$	13,918

Our ~~current fixed rate~~ senior notes of $12.9 billion have a weighted average maturity of 1615 years and a weighted average cost of ~~3.0%~~2.9% per annum.

Credit Facilities

We have a $3.8 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of ~~August 21, 2025~~October 15, 2026 and future capacity to increase our borrowings under the Credit Facility by an additional ~~$625 million,~~$1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. ~~NaN~~No amounts were outstanding under the Credit Facility as of March 31, ~~2021.~~2022.

As of March 31, ~~2021,~~2022, of the $3.8 billion that is currently available for borrowing under the Credit Facility, ~~$2.1~~$1.3 billion is required to ~~back-stop~~backstop the amount outstanding under our U.S. dollar commercial paper program, or the Commercial Paper Program, and ~~$172~~$171 million is required to support certain broker-dealer and other subsidiary commitments. The amount required to ~~back-stop~~backstop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining ~~$1.5~~$2.3 billion is available for working capital and general corporate purposes including, but not limited to, acting as a ~~back-stop~~backstop to future increases in the amounts outstanding under the Commercial Paper Program.

Our India subsidiaries maintain $20 million of credit lines for their general corporate purposes. As of March 31, ~~2021,~~2022, they had borrowed $6$9 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, ~~2021,~~2022, we had net ~~repayments~~issuances of ~~$343~~$256 million under the Commercial Paper Program.

Commercial paper notes of ~~$2.1~~$1.3 billion with original maturities ranging from one to ~~176~~43 days were outstanding as of March 31, ~~2021,~~2022, with a weighted average interest rate of ~~0.33%~~0.99% per annum, and a weighted average remaining maturity of 4121 days.

~~10.~~9. 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 ~~$36~~$38 million and ~~$41~~$36 million for the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~This includes the expense related to the Bakkt Incentive Units, described below.~~

Stock Option Plans

We use the Black-Scholes option pricing model to value our stock option awards. During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, we used the assumptions in the table below to compute the value:


		Three Months Ended March 31,			Three Months Ended March 31,
Assumptions:	Assumptions:	2021	2020	Assumptions:	2022	2021
Risk-free interest rate	Risk-free interest rate	0.64%	1.46%	Risk-free interest rate	1.72%	0.64%
Expected life in years	Expected life in years	5.7	5.8	Expected life in years	6.0	5.7
Expected volatility	Expected volatility	24%	20%	Expected volatility	23%	24%
Expected dividend yield	Expected dividend yield	1.16%	1.30%	Expected dividend yield	1.17%	1.16%
Estimated weighted-average fair value of options granted per share	Estimated weighted-average fair value of options granted per share	$22.70	$16.65	Estimated weighted-average fair value of options granted per share	$28.18	$22.70

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 align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return. We issue awards 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 or four years, net of forfeitures.

In February ~~2021,~~2022, we reserved a maximum of 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, ~~2021,~~2022, and will also be subject to a market condition reduction based on how our ~~2021~~2022 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 ~~$77~~$84 million if the maximum financial performance target is met and all 0.7 million shares vest. The compensation expense to be recognized under these performance-based restricted shares will be ~~$38~~$42 million if the target financial performance is met, which would result in ~~0.4~~0.3 million shares vesting. For these awards with performance conditions, we recognize expense on an accelerated basis over the ~~three-year~~three-year vesting period based on our quarterly assessment of the probable ~~2021~~2022 actual financial performance as compared to the ~~2021~~2022 financial performance targets. As of March 31, ~~2021,~~2022, our best estimate is that the financial performance level will be at target for ~~2021.~~2022. Based on this assessment, we recorded non-cash compensation expense of $3$4 million for the three months ended March 31, ~~2021~~2022, related to these awards and the remaining ~~$35~~$38 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including ~~$18~~$19 million which will be recorded over the remainder of ~~2021.~~2022.

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.

~~Bakkt Incentive Units~~

We sponsor the Bakkt Equity Incentive Plan under which Bakkt issues various Bakkt preferred, common and phantom, or participation, equity unit awards. These awards were made to certain employees and 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, 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 that was recorded as an acquisition-related cost.

~~11.~~10. Equity

Stock Repurchase Program

In December ~~2019,~~2021, our Board approved an aggregate of ~~$2.4~~$3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, ~~2020.~~2022. The ~~$2.4~~$3.15 billion replaced the previous amount approved by the Board. We 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 may begin or discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time or enter into additional plans. ~~We discontinued~~

During the three months ended March 31, 2022, we repurchased a total of 3.7 million shares of our outstanding common stock ~~repurchases and terminated~~at a cost of $475 million, consisting of 3.3 million shares at a cost of $425 million under our Rule 10b5-1 trading plan ~~in August 2020 in connection with~~and 0.4 million shares at a cost of $50 million on the ~~Ellie Mae acquisition and~~open market during an open trading period. We had no stock repurchases induring the ~~first quarter of~~three months ended March 31, 2021. As of March 31, ~~2021,~~2022, the remaining balance of Board approved funds for future repurchases ~~is $1.2~~was $2.7 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, ~~2021~~2022 and ~~2020,~~2021, we declared and paid cash dividends per share of ~~$0.33~~$0.38 and ~~$0.30,~~$0.33, respectively, for an aggregate payout of ~~$187~~$214 million and ~~$166~~$187 million, respectively. The declaration of dividends is subject to the discretion of our 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, 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~~ Income/(Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive ~~income~~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, 2021	$	(150)	$	2	$	(48)	$	(196)
Other comprehensive income/(loss)	(25)		—		—		(25)
Income tax benefit (expense)	—		—		—		—
Net current period other comprehensive income/(loss)	(25)		—		—		(25)
Balance, as of March 31, 2022	$	(175)	$	2	$	(48)	$	(221)


	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		—		8
Income tax benefit (expense)	1		(1)		—		—
Net current period other comprehensive income/(loss)	7		1		—		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) 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)

~~12.~~11. Income Taxes

Our effective tax rate was ~~22%~~20% and ~~21%~~22% for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The effective tax rate for the three months ended March 31, ~~2021~~2022 was ~~higher~~lower than the effective tax rate for the comparable period in ~~2020~~2021 primarily due to ~~the U.K. corporate income tax rate increase from 17% to 19%, effective from April 1, 2020, and less excess tax benefits from stock compensation.~~state apportionment changes as well as updates involving our equity method investments.

The U.K. government, in its recent Finance Bill of 2021, proposed increasing the U.K. corporate income tax rate from 19% to 25%, beginning April 1, 2023. We expect this tax law change to be enacted later in 2021 and we will account for the deferred tax effects in the quarter that the tax law is officially enacted.

On March 11, 2021, the American Rescue Plan Act, or ARPA, was signed into law. The ARPA enacted certain provisions that are relevant to corporate income tax. These provisions did not have a material impact on our income tax provision for the three months ended March 31, 2021.

~~13.~~12. 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 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 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, and 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 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~~electricity

ICE NGX

Canada

Original &and Variation Margin

Each of the ICE Clearing Houses generally requires all 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 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 Members of the other ICE Clearing Houses.

Should a particular 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 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 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 and default insurance, or collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the ICE Clearing Houses had received or had been pledged ~~$163.6~~$267.4 billion and ~~$154.1~~$239.9 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 &and ICE Contribution

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

In addition, we have contributed our own capital that could be used if a defaulting 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, 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


	ICE Portion of Guaranty Fund Contribution		Default insurance
Clearing House	As of March 31, 2022	As of December 31, 2021	As of March 31, 2022	As of December 31, 2021
ICE Clear Europe	$247	$247	$75	$75
ICE Clear U.S.	90	83	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	200	100
Total	$405	$398	$350	$250

Of our total contribution to ICE Clear U.S. above, as of March 31, ~~2021,~~2022, $15 million was solely applicable to any losses associated with a default in Bitcoin contracts and other digital ~~asset contracts~~assets 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.

We also maintain default insurance as an additional layer of ~~Member~~clearing 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 Europe - $75 million; ICE Clear U.S. - $25 million and ICE Clear Credit - $50 million. The default insurance layer resides after and in addition to the ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit SITG contributions and before the guaranty fund contributions of the non-defaulting 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 Members' guaranty fund contribution requirement. Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.

As of March 31, ~~2021,~~2022, ICE NGX ~~maintains~~maintained a guaranty fund of $215 million utilizing a ~~$100 million~~ letter of credit and a default insurance policy, discussed below.

Below you will find our Default Waterfall which summarizes the lines of defense and layers of protection we maintain at the ICE Clearing Houses.

ICE Clearing House Default Waterfall

Cash and ~~Cash Equivalent~~Invested Deposits

We have recorded cash and ~~cash equivalent~~invested margin and guaranty fund deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members. As of March 31, ~~2021,~~2022, our cash and ~~cash equivalent~~invested margin and guaranty fund deposits ~~are~~were 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


	ICE Clear Europe (1)		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	103,989	$	43,567	$	6,408	$	—	$	65	$	154,029
Unsettled variation margin, net	—		—		—		598		—		598
Guaranty fund	3,969		4,623		628		—		4		9,224
Delivery contracts receivable/payable, net	—		—		—		1,072		—		1,072
Total	$	107,958	$	48,190	$	7,036	$	1,670	$	69	$	164,923

As of December 31, ~~2020,~~2021, our cash and ~~cash equivalent~~invested margin and guaranty fund deposits ~~are~~were as follows (in millions):


		ICE Clear Europe (2)		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	Original margin	$	33,726	$	34,922	$	7,288	$	0	$	12	$	75,948	Original margin	$	94,010	$	39,372	$	6,963	$	—	$	27	$	140,372
Unsettled variation margin, net	Unsettled variation margin, net	0		0		0		99		0		99		Unsettled variation margin, net	—		—		—		226		—		226
Guaranty fund	Guaranty fund	4,374		2,574		502		0		5		7,455		Guaranty fund	4,175		3,952		597		—		4		8,728
Delivery contracts receivable/payable, net	Delivery contracts receivable/payable, net	0		0		0		581		0		581		Delivery contracts receivable/payable, net	—		—		—		1,103		—		1,103
Total	Total	$	38,100	$	37,496	$	7,790	$	680	$	17	$	84,083	Total	$	98,185	$	43,324	$	7,560	$	1,329	$	31	$	150,429

(1) ~~$31.2~~$100.6 billion and ~~$4.9~~$7.4 billion is related to futures/options and CDS, respectively.

(2) $~~31.8~~92.0 billion and ~~$6.3~~$6.2 billion is related to futures/options and CDS, respectively.

Our cash and ~~cash equivalent~~invested margin and guaranty fund deposits are maintained in accounts with national banks and highly-rated financial institutions or secured through direct investments, primarily in U.S. Treasury and other highly-rated foreign government securities, ~~with original maturities of less than three months,~~ or reverse repurchase agreements with primarily overnight maturities. We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets. The carrying value of these deposits is deemed to approximate fair value.

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, ~~2021~~2022, 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 (U.S. dollar based) to finance U.S. dollar denominated sovereign debt and euro deposits, €250 million in Committed Repo (euro based) to finance euro and U.S. dollar denominated sovereign debt 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 denominated sovereign debt 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):

2019


Cash and Cash Equivalent Margin Deposits and Guaranty Funds							Cash and Cash Equivalent Margin Deposits and Guaranty Funds
Clearing House	Clearing House	Investment Type	As of March 31, 2021		As of December 31, 2020		Clearing House	Investment Type	As of March 31, 2022		As of December 31, 2021
ICE Clear Europe	ICE Clear Europe	National Bank Account (1)	$	7,229	$	10,887	ICE Clear Europe	National bank account (1)	$	54,889	$	59,948
ICE Clear Europe	ICE Clear Europe	Reverse repo	24,896		23,696		ICE Clear Europe	Reverse repo	39,575		25,518
ICE Clear Europe	ICE Clear Europe	Sovereign Debt	3,953		3,501		ICE Clear Europe	Sovereign debt	11,213		9,324
ICE Clear Europe	ICE Clear Europe	Demand deposits	18		16		ICE Clear Europe	Demand deposits	175		231
ICE Clear Credit	ICE Clear Credit	National Bank Account	35,069		30,275		ICE Clear Credit	National bank account	41,628		37,282
ICE Clear Credit	ICE Clear Credit	Reverse repo	3,211		4,520		ICE Clear Credit	Reverse repo	3,873		3,639
ICE Clear Credit	ICE Clear Credit	Demand deposits	2,403		2,701		ICE Clear Credit	Demand deposits	2,688		2,403
ICE Clear U.S.	ICE Clear U.S.	Reverse repo	7,169		5,690		ICE Clear U.S.	Reverse repo	5,662		6,485
ICE Clear U.S.	ICE Clear U.S.	Sovereign Debt	900		2,100		ICE Clear U.S.	Sovereign Debt	1,375		1,075
Other ICE Clearing Houses	Other ICE Clearing Houses	Demand deposits	24		17		Other ICE Clearing Houses	Demand deposits	69		31
ICE NGX		Unsettled Variation Margin and Delivery Contracts Receivable/Payable	736		680
Total			$	85,608	$	84,083

Total cash and cash equivalent margin deposits and guaranty funds							Total cash and cash equivalent margin deposits and guaranty funds		$	161,147	$	145,936


Clearing House	Investment Type	As of March 31, 2022		As of December 31, 2021
ICE NGX	Unsettled variation margin and delivery contracts receivable/payable	1,670		1,329
ICE Clear Europe	Invested deposits - sovereign debt	2,106		3,164
Total invested deposits, delivery contracts receivable and unsettled variation margin		$	3,776	$	4,493

(1) As of March 31, ~~2021,~~2022, ICE Clear Europe held ~~€3.8~~€45.7 billion ($~~4.5~~50.5 billion based on the euro/U.S. dollar exchange rate of ~~1.1731~~1.1067 as of March 31, ~~2021)~~2022) at ~~De Nederlandsche~~the European Central Bank, or ~~DNB, £2.0~~ECB, £3.3 billion ($~~2.8~~4.4 billion based on the pound sterling/U.S. dollar exchange rate of ~~1.3782~~1.3141 as of March 31, ~~2021)~~2022) at the Bank of England, or BOE, and €10 million ($1211 million based on the above exchange rate) at the BOE. As of December 31, ~~2020,~~2021, ICE Clear Europe held ~~€6.3~~€47.2 billion ($~~7.7~~53.7 billion based on the euro/U.S. dollar exchange rate of ~~1.2216~~1.1372 as of December 31, ~~2020)~~2021) at ~~DNB, £2.3~~ECB, £1.7 billion ($~~3.1~~2.3 billion based on the pound sterling/U.S. dollar exchange rate of ~~1.3665~~1.3524 as of December 31, ~~2020)~~2021), as well as $4.0 billion at the BOE, and €10 million ($1211 million based on the above exchange rate) at the BOE.

Other Deposits

Non-cash original margin and guaranty fund deposits are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the clearing members.

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from 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 Members. Any gain or loss accrues to the 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, 2021											As of March 31, 2022
		ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total			ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:	Original margin:											Original margin:
Government securities at face value	Government securities at face value	$	46,367	$	8,789	$	18,302	$	0	$	73,458	Government securities at face value	$	71,296	$	7,903	$	17,349	$	—	$	96,548
Letters of credit	Letters of credit	0		0		0		2,773		2,773		Letters of credit	—		—		—		3,387		3,387
ICE NGX cash deposits	ICE NGX cash deposits	0		0		0		542		542		ICE NGX cash deposits	—		—		—		1,074		1,074
Total	Total	$	46,367	$	8,789	$	18,302	$	3,315	$	76,773	Total	$	71,296	$	7,903	$	17,349	$	4,461	$	101,009
Guaranty fund:	Guaranty fund:											Guaranty fund:
Government securities at face value	Government securities at face value	$	552	$	333	$	284	$	0	$	1,169	Government securities at face value	$	934	$	252	$	263	$	—	$	1,449


		As of December 31, 2020											As of December 31, 2021
		ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total			ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:	Original margin:											Original margin:
Government securities at face value	Government securities at face value	$	36,295	$	9,523	$	20,216	$	0	$	66,034	Government securities at face value	$	58,156	$	8,425	$	17,211	$	—	$	83,792
Letters of credit	Letters of credit	0		0		0		2,329		2,329		Letters of credit	—		—		—		3,566		3,566
ICE NGX cash deposits	ICE NGX cash deposits	0		0		0		405		405		ICE NGX cash deposits	—		—		—		987		987
Total	Total	$	36,295	$	9,523	$	20,216	$	2,734	$	68,768	Total	$	58,156	$	8,425	$	17,211	$	4,553	$	88,345
Guaranty fund:	Guaranty fund:											Guaranty fund:
Government securities at face value	Government securities at face value	$	508	$	515	$	250	$	0	$	1,273	Government securities at face value	$	740	$	152	$	273	$	—	$	1,165

ICE NGX

ICE NGX owns a clearing house which administers the physical delivery of energy trading contracts. ICE NGX is the central counterparty to 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. There is no impact on our consolidated statements of income as an equal amount is recognized as both an asset and a liability. ICE NGX marks all its outstanding physical natural gas and physical power contracts to market daily, but only collects variation margin when a Member's open position falls outside a specified percentage of its pledged collateral. Due to the highly liquid nature and the short period of time to maturity, the fair values of our delivery contract net payable and net receivable are determined to approximate carrying value.

ICE NGX requires 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~~for the benefit of the Member, and remains the property of the Member, therefore, it is not included in our balance sheets. ICE NGX maintains a committed daylight-overnight liquidity facility in the ~~following accounts~~amount of $100 million with an additional $150 million uncommitted with a third-party Canadian chartered bank which ~~are available~~provides liquidity in the event of ~~physical~~a settlement ~~shortfalls,~~shortfall, subject to certain ~~conditions:~~conditions.

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 20 16
Total C$320 $255

AsDuring the three months ended March 31, 2022, NGX increased its default insurance by $100 million, and as of March 31, ~~2021,~~2022, ICE NGX maintains a guaranty fund of ~~$100~~$215 million funded by a $200 million 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.~~government, plus $15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy. In the event of a participant default where the 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~~$200 million beyond the $15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

Clearing House Exposure

The net notional value of unsettled contracts was $2.9 trillion as of March 31, 2022. Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its 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 and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee is ~~$143.9~~$239.2 billion as of March 31, ~~2021,~~2022, 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.

~~14.~~13. Legal Proceedings

In 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 by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions. We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss 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. While 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 the various legal and regulatory matters that arise in the ordinary course of our business, including the matters described below and those described in Note 15 to the consolidated financial statements in Part II, Item 8 of our ~~2020~~2021 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 these legal and regulatory matters. ~~Other than a $30 million accrual for potential legal settlements recorded as of December 31, 2020, a~~A range of possible losses related to certain cases cannot be reasonably estimated at this time, except as otherwise disclosed below and in Note 15 to the consolidated financial statements in Part II, Item 8 of our ~~2020~~2021 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.

City of Providence Litigation

On March 28, 2022, the district court entered an order granting the defendant exchanges’ (including New York Stock Exchange LLC and NYSE Arca, Inc., two of our subsidiaries) motion for summary judgment on the ground that the plaintiffs lack standing under Article III of the U.S. Constitution, and dismissing without prejudice the plaintiffs’ claims on this basis. Among other things, the district court found that the plaintiffs failed to show that they have been injured and that, even putting aside this defect, the plaintiffs failed to produce evidence from which a jury could reasonably conclude that they suffered an injury traceable to any conduct of the exchanges. The district court also held that the opinions of the plaintiffs’ principal expert witness in this matter were fundamentally flawed and unreliable, and therefore inadmissible. In light of these holdings, the district court denied as moot the plaintiffs’ motion for class certification and the exchanges’ motion for summary judgment on the basis of preclusion. On April 25, 2022, the plaintiffs filed a notice of appeal of the district court's dismissal order.

LIBOR Litigation

On February 14, 2022, the U.S. Court of Appeals for the Second Circuit, or the Second Circuit, issued a decision in the appeal of the March 2020 dismissal of the underlying complaint against the defendants, which include ICE and several of our subsidiaries. In its decision, the Second Circuit dismissed the appeal for lack of jurisdiction, holding that DYJ Holdings, LLC, the sole entity attempting to pursue the appeal, lacked standing to do so. The dismissal of the appeal constitutes the final resolution of this matter.

ICE Data Pricing & Reference Data Matter

As ~~described at greater length in Note 15 to the consolidated financial statements in Part II, Item 8~~ of ~~our 2020 Form 10-K,~~April 28, 2022, our subsidiary ICE Data Pricing & Reference Data, LLC, or PRD, isresolved the last known remaining claim of a ~~registered investment advisor in the business of, among other things, providing clients with evaluated pricing and other information for fixed-income securities.~~

~~Until October 1, 2020, PRD had a business practice of passing through third-party price quotes,~~Live Well Financial, Inc., or ~~broker quotes, in certain fixed income securities as-is~~Live Well, financial institution creditor relating to ~~its clients when PRD did not believe it had sufficient information to produce an evaluated price for such securities.~~ PRD’s legacy business practices with respect to broker quotes received from ~~a now-bankrupt entity named~~ Live ~~Well Financial, Inc., or Live Well, had led to~~Well. With the resolution of this putative claim, there are no known unresolved assertions of liability against PRD by Live Well’s bankruptcy trustee, or the Trustee, and certain of Live Well’s financial institution creditors. As of April 2021, PRD had resolved the potential claims of the Trustee and all but one of Live Well’s financial institution creditors. PRD continues to deny any wrongdoing, and to the extent any unresolved assertions relating to broker quotes PRD received from Live ~~Well become litigated matters, we plan to vigorously defend any such litigation.~~Well.

For further information on our legal and regulatory matters, please see Note 15 to the consolidated financial statements in Part II, Item 8 of our ~~2020~~2021 Form 10-K.

~~15.~~14. 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 and equity method 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.

•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, ~~2021~~2022 and December 31, ~~2020~~2021 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for ~~the~~our 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.

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, ~~2021~~2022 or December 31, ~~2020.~~2021.

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, ~~2021,~~2022, 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 2016-01. During the three months ended March 31, ~~2021,~~2022, we evaluated these investments ~~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.~~election related to these investments.

See Note 1312 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, ~~2021.~~2022. 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, ~~2021.~~2022.


		As of March 31, 2021					As of March 31, 2022
		(in millions)					(in millions)
Debt:	Debt:	Carrying Amount		Fair value		Debt:	Carrying Amount		Fair value
Commercial Paper	Commercial Paper	$	2,062	$	2,065	Commercial Paper	$	1,268	$	1,270
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)						2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	500		502
Other short-term debt	Other short-term debt	6		6		Other short-term debt	9		9
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)	2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	995		1,003		2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	998		985
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		427		2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		405
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	796		868		2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	798		818
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,245		1,375		2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,246		1,281
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		543		2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		499
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	593		662		2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	594		614
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,232		1,204		2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,235		1,147
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,482		1,375		2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,483		1,301
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,229		1,158		2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,230		1,074
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,230		1,405		2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,231		1,357
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,219		1,161		2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,220		1,097
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,470		1,346		2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,470		1,277
Total debt	Total debt	$	16,199	$	16,363	Total debt	$	14,178	$	13,636

~~16.~~15. Segment Reporting

We previously operated as 2 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. 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~~Our business is conducted through 3 reportable business segments, comprised of the following:

•~~Our~~In our Exchanges segment, ~~includes our global futures platforms~~we operate regulated marketplaces for ~~trade execution~~the listing, trading and clearing ~~NYSE trading~~of a broad array of derivatives contracts and ~~listings and various data services related to those platforms;~~financial securities;

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

•~~Our~~In our Mortgage Technology segment, ~~provides mortgage~~we provide an end-to-end technology ~~solutions for~~platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in 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 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 3 segments do not engage in intersegment transactions.

Financial data for our business segments is as follows for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (in millions):


	Three Months Ended March 31, 2022
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	353	$	—	$	—	$	353
Agricultural and metals futures and options	61		—		—		61
Financial futures and options	130		—		—		130
Cash equities and equity options	659		—		—		659
OTC and other	97		—		—		97
Data and connectivity services	214		—		—		214
Listings	129		—		—		129
Fixed income execution	—		15		—		15
CDS clearing	—		72		—		72
Fixed income data and analytics	—		277		—		277
Other data and network services	—		145		—		145
Origination technology	—		—		203		203
Closing solutions	—		—		70		70
Data and analytics	—		—		20		20
Other	—		—		14		14
Revenues	1,643		509		307		2,459
Transaction-based expenses	560		—		—		560
Revenues, less transaction-based expenses	1,083		509		307		1,899
Operating expenses	299		354		254		907
Operating income	$	784	$	155	$	53	$	992


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

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 member of the Exchanges segment comprised $124 million, or 11%, of our Exchanges revenue less transaction-based expenses during the three months ended March 31, 2022. Revenue from 1 clearing member of the Exchanges segment comprised $109 million, or 11% of our Exchanges revenues less transaction-based expenses during the three months ended March 31, 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 during the three months ended March 31, ~~2021~~2022 or ~~2020.~~2021.

~~17.~~16. 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, ~~2021~~2022 and ~~2020~~2021 (in millions, except per share amounts):


		Three Months Ended March 31,				Three Months Ended March 31,
		2021		2020			2022			2021
Basic:	Basic:
Net income attributable to Intercontinental Exchange, Inc.	Net income attributable to Intercontinental Exchange, Inc.	$	646	$	650		Net income attributable to Intercontinental Exchange, Inc.	$	657		$	646
Weighted average common shares outstanding	Weighted average common shares outstanding	562		552			Weighted average common shares outstanding	561			562
Basic earnings per common share	Basic earnings per common share	$	1.15	$	1.18		Basic earnings per common share	$	1.17		$	1.15
Diluted:	Diluted:						Diluted:
Weighted average common shares outstanding	Weighted average common shares outstanding	562		552			Weighted average common shares outstanding	561			562
Effect of dilutive securities - stock options and restricted stock	Effect of dilutive securities - stock options and restricted stock	3		3			Effect of dilutive securities - stock options and restricted stock	3			3
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	565		555			Diluted weighted average common shares outstanding	564			565
Diluted earnings per common share	Diluted earnings per common share	$	1.14	$	1.17		Diluted earnings per common share	$	1.16		$	1.14

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, 2022 and 2021, 272,000 and ~~2020,~~ 190,000 ~~and 246,000~~ outstanding stock options and restricted stock awards, 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, for the three months ended March 31, 2021, we ~~have~~ excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan because they ~~are~~were also antidilutive. Certain figures in the table above may not recalculate due to rounding.

~~18.~~17. Subsequent Events

On ~~April 14, 2021, Coinbase,~~May 4, 2022, we announced that we have entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics 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~~that serves the ~~sale~~housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets. The transaction is valued at approximately $13.1 billion, or $85 per share. Purchase consideration will consist of 80% cash and 20% of our ~~investment~~stock. This transaction builds on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry.

Black Knight, based in ~~Coinbase~~Jacksonville, Florida, has approximately 6,500 employees. The company provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets. The Black Knight ecosystem adds value for ~~$1.24 billion,~~clients of all sizes across the mortgage and ~~will record a gain of $1.23 billion~~real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

The transaction is expected to close in the ~~second quarter~~first half of ~~2021 as other income in our consolidated statement~~2023, following the receipt of ~~income.~~regulatory approvals and the satisfaction of customary closing conditions.

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, and 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 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, 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 and social conditions, inflation, political uncertainty and ~~discord;~~

•~~the impacts of the COVID-19 pandemic on our business, results of operations~~discord, geopolitical events or conflicts, international trade policies and ~~financial condition as well as the broader business environment;~~sanctions laws;

•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 and equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exchange rates, and mortgage origination trends;

•the impact of climate change and the transition to renewable energy and a net zero economy;

•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 exchanges’ and 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;

•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 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 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;

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

•our ability to identify trends and adjust our business to benefit from such trends, including trends in the U.S. mortgage industry such as inflation rates, 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 incur additional 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, develop and retain key talent;

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

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

•our ability to realize the expected benefits of our ~~acquisition of Ellie Mae~~acquisitions 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.~~investments.

These risks and other factors include, among others, those set forth in Part 1, Item 1(A) under the caption “Risk Factors” in our ~~2020~~2021 Form 10-K, as filed with the SEC on February ~~4, 2021.~~3, 2022. 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 provider of market infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities. ~~These~~Our products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical ~~workflow~~ tools that are designed to increase asset class transparency and workflow efficiency. ~~Prior to October 2020,~~While we ~~reported our results in two segments. We now~~ report our results in three ~~segments: Exchanges, Fixed Income~~reportable business segments, we operate as one business, leveraging the collective expertise, particularly in data services and ~~Data Services,~~technology, that exists across our platforms to inform and ~~Mortgage Technology. The majority of~~enhance our ~~identifiable assets are located in the U.S. and U.K.~~operations.

•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, analytics and execution services as well as global CDS clearing and multi-asset class data delivery solutions.

Recent Developments

Acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we have entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets. The transaction is valued at approximately $13.1 billion, or $85 per share. Purchase consideration will consist of 80% cash and 20% of our stock. This transaction builds on

~~Recent Developments~~our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry.

~~Bakkt Transaction~~

~~On January 11, 2021, we announced that Bakkt,~~Black Knight, based in Jacksonville, Florida, has approximately 6,500 employees. The company provides a ~~trusted digital asset marketplace we launched in 2018 enabling institutions~~comprehensive and ~~consumers to buy, sell, store~~integrated ecosystem of software, data and ~~spend digital assets, had entered into a definitive agreement to combine with VIH, a special purpose acquisition company sponsored~~analytics solutions serving the real estate and housing finance markets. The Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by ~~VPC.~~helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

The ~~business combination between Bakkt and VIH~~transaction is expected to close in the first half of 2023, following the receipt of regulatory approvals and the satisfaction of customary closing conditions.

Conflict in Ukraine

Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events or conflicts. The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and political uncertainty. The crisis in Russia, Belarus and Ukraine began in February 2022 and continues as of the date of this Quarterly Report. We have suspended or are in the process of suspending all services in Russia. From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events in ~~over $500 million~~Ukraine and the surrounding region. We continue to monitor the uncertainty surrounding the extent and duration of ~~cash~~this ongoing conflict and the impact that it may have on the ~~combined company’s balance sheet, reflecting a contribution of up to $207 million of cash held in VIH’s trust account,~~global economy 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 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. 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.

~~Launch of ICE Futures Abu Dhabi~~

~~On March 29, 2021, we launched trading in ICE Murban Crude Oil futures, the world’s first Murban futures contract~~ on our ~~new exchange, ICE Futures Abu Dhabi Limited, or IFAD. IFAD was launched with the Abu Dhabi National Oil Company, or ADNOC, and nine of the world’s 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 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 a total of 132,450 contracts have traded with 49 firms having traded on IFAD since the launch.business.

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 ~~ADGM.~~Abu Dhabi. 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. 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 ~~2020~~2021 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.~~Regulatory structure applicable to non-EU clearing houses. On January 1, ~~2021,~~2020, the European Markets Infrastructure Regulation, or EMIR 2.2, became effective, which revises the EU's current regulatory and supervisory structure for EU and non-EU clearing houses. The European Securities and Markets Authority, or ESMA, has recognized ICE Clear Europe as a third-country central counterparty, or CCP, under EMIR and determined that it is a Tier 2 CCP on the basis that it is systemically important to the financial stability of the EU or one or more of its Member States. ESMA has recognized all other ICE clearing houses as third-country CCPs and determined that they are Tier 1 CCPs on the basis that they are not systemically-important to the financial stability of the EU or one or more of its Member States. ESMA's continuing implementation of these delegated regulations could still impact one or more of our other non-EU clearing houses. In February 2022, the European Commission extended the temporary equivalence for U.K. CCPs until June 2025. In March 2022, ESMA extended the ICE Clear Europe recognition decision and tiering determination until June 2025 and confirmed the recognition and tiering determination of all other ICE clearing houses.

•Benchmarks Regulation. The Financial Conduct Authority, or FCA, is using its legal powers under the U.K. ~~completed its withdrawal from~~Benchmarks Regulation, or U.K. BMR, to require ICE Benchmark Administration Limited, or IBA, as the ~~EU, commonly referred~~administrator of the London Interbank Offered Rate, or LIBOR, to ~~as Brexit. As~~publish certain Sterling and Japanese Yen LIBOR settings under a ~~result, as~~changed "synthetic" methodology until the end of ~~January 1, 2021, EU law~~2022. Any settings published under a “synthetic” methodology may no longer ~~applies~~be representative of the underlying market or economic reality the setting is intended to measure as those terms are used in ~~and to~~ the U.K. ~~In connection with~~BMR. The FCA confirmed that it expects that certain U.S. Dollar LIBOR settings will continue to be published on a representative basis until the ~~completion~~end of ~~the U.K.'s withdrawal, the U.K. and EU finalized~~June 2023. The FCA will continue to consider requiring IBA to publish certain U.S. Dollar LIBOR settings beyond June 30, 2023 under a ~~trade and cooperation agreement, which was provisionally applied as of January 1, 2021. The trade and cooperation agreement does not cover financial services.~~changed “synthetic”

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 business operations.

•~~Requirement that European and U.K. exchanges and CCPs offer non-discriminatory access.~~ ~~The non-discriminatory access provisions~~methodology. Usage of the ~~U.K.'s Markets~~synthetic LIBOR and U.S. Dollar LIBOR settings may be restricted or prohibited in Financial Instruments Directive II, or U.K. MiFID II, and the EU Markets in Financial Instruments Directive II, or EU MiFID II, would require both our U.K. and European exchanges and central counterparties, or 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 clear 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 derivativescertain circumstances under EU MiFID II was postponed until July 3, 2021. This postponement did not form part of EU law retained by the U.K. at the end of the Brexit transition period. U.K. Treasury is currently reviewing the suitability of these requirements for U.K. markets.applicable law.

•~~Continued access by EU market participants to U.K. CCPs and exchanges.~~The European Commission ~~or EC, 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~~is using its powers under the ~~European Securities and Markets Authority, or ESMA, as a third-country CCP in accordance with the European Markets Infrastructure~~EU Benchmarks Regulation, or ~~EMIR. Separately, ICE Futures Europe and ICE Endex will continue~~EU BMR, to ~~be able to permit access by EU and U.K. persons to transact on their platforms. The absence of an equivalence decision by the EU for U.K. trading venues, however, may result in increased costs~~designate replacement benchmarks for certain ~~EU market participants,~~Swiss franc LIBOR settings and the Euro Overnight Index Average, or EONIA, which ~~could impact trading on ICE Futures Europe. In February 2021, ICE~~cover all references to the relevant benchmark. The European Commission has also announced that it plans to ~~transition ICE EU Emission Allowance futures~~designate replacement benchmarks for certain Sterling and options from ICE Futures Europe to ICE Endex in June 2021. Additional impacts to our business and the potential for regulatory changes remain uncertain at this time. We are monitoring the impact to our business and are evaluating avenues to facilitate continued access for EU and U.K. customers to 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, orJapanese Yen 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 EU and to further extend thesettings. The transition period for the use of benchmarks provided by third-country administrators has been extended until at least December 31, 2023. ~~On April 6, 2021, New York Governor Andrew Cuomo~~

In March 2022, President Biden signed into law federal LIBOR legislation, ~~addressing~~referred to as the ~~consequences~~LIBOR Act, designed to reduce uncertainty and economic impacts of the permanent cessation of LIBOR for specified contracts, securities and other agreements that are economically linked to LIBOR. The LIBOR ~~that are~~Act provides a statutory framework to replace U.S. Dollar LIBOR with a benchmark rate based on the Secured Overnight Financing Rate, or SOFR, for contracts governed by ~~New York state law. The legislation generally tracks~~U.S. law that have no fallbacks or fallbacks that would require the ~~legislation proposed~~use of a poll or LIBOR-based rate.

•Policy intervention to address high energy prices. In March 2022, EU leaders agreed to reduce the EU’s dependency on Russian gas, oil and coal imports and invited the European Commission to put forward legislative proposals to ensure security of supply and affordable energy prices. Various options for regulatory intervention are currently being explored by the ~~Alternative Reference Rates Committee, or ARRC,~~European Commission, including allowing EU countries to jointly buy strategic reserves of gas and ~~received broad industry support.~~the introduction of a price limit for wholesale gas markets. The content of the proposals and their potential impact on the functioning of European energy wholesale markets remain uncertain at this time.

•~~U.S. Listing~~CCP Resolution. In March 2022, the U.K. Treasury published a feedback statement and ~~Trading Prohibitions~~status update on ~~Certain Foreign Companies.~~ ~~On December 18, 2020,~~its plans to enhance the ~~Holding Foreign Companies Accountable Act became U.S. law. For each company required~~U.K.’s regime for resolution of CCPs in the event that they fail. This is intended to ~~file periodic reports~~expand the prior regime which was not in line with ~~the SEC, 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~~U.K. Financial Stability 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 U.S. securities exchange or in any “over-the-counter” market. As a consequence, the NYSE exchanges may be required to suspend trading in certain of their listed companies. On March 24, 2021, the SEC adopted rules to implement certain disclosure requirementsguidance issued subsequently. Many of the ~~Holding Foreign Companies Accountable Act for foreign registrants.~~

~~In addition, on November 12, 2020, the former President~~parameters of the ~~United States issued an Executive Order that prohibits,~~new regime have yet to be finalized and will be subject to ~~certain exceptions, transactions~~a consultation process by ~~U.S. persons~~the Bank of England which will be the resolution authority for CCPs in the ~~securities of certain Chinese companies identified~~U.K. However, they will include increased CCP contributions (known as ~~having ties~~"second skin in the game") to the 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 Executive Order and guidance from the U.S. Department of the Treasury, the NYSE suspended trading in four of its listed companies and 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.default fund.

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,
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 is presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.


	Three Months Ended March 31,
	2022			2021			Change
Revenues, less transaction-based expenses	$	1,899		$	1,797		6 %
Recurring revenues(1)	$	921		$	845		9 %
Transaction revenues, net(1)	$	978		$	952		3 %
Operating expenses	$	907		$	905		— %
Adjusted operating expenses(2)	$	746		$	729		2 %
Operating income	$	992		$	892		11 %
Adjusted operating income(2)	$	1,153		$	1,068		8%
Operating margin	52		%	50		%	2 pts
Adjusted operating margin(2)	61		%	59		%	2 pt
Other income/(expense), net	$	(160)		$	(59)		171 %
Income tax expense	$	165		$	183		(10) %
Effective tax rate	20		%	22		%	(2 pts)
Net income attributable to ICE	$	657		$	646		2 %
Adjusted net income attributable to ICE(2)	$	804		$	758		6 %
Diluted earnings per share attributable to ICE common stockholders	$	1.16		$	1.14		2 %
Adjusted diluted earnings per share attributable to ICE common stockholders(2)	$	1.43		$	1.34		7 %
Cash flows from operating activities	$	756		$	734		3 %

(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility. We define transaction revenues as those associated with a more specific point-in-time service, such as a trade execution or a mortgage registration.

(2) 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 ~~$238~~$102 million for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020.~~2021. See "-Exchanges Segment", "Fixed Income and Data Services Segment" and "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, ~~2021~~2022 includes ~~$18~~$14 million in ~~favorable~~unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in ~~2020.~~2021. 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 ~~$228~~$2 million for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020.~~2021. See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses ~~includes $7 million in unfavorable foreign exchange effects for~~during the three months ended March 31, ~~2021~~2022 includes $3 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in ~~2020.~~2021. 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 ~~2020~~2021 Form 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 three reportable business segments, comprised of the following:

•~~Our~~In our Exchanges segment, ~~includes our trade execution~~we operate regulated marketplaces for the listing, trading and clearing ~~within our global futures network~~of a broad array of derivatives contracts 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;~~securities;

•~~Our~~In our Fixed Income and Data Services segment, ~~includes~~we provide fixed income pricing, ~~and~~ reference data, indices, analytics ~~indices, trade~~and execution services as well as global CDS clearing and ~~clearing within our ICE Bonds and CDS businesses, consolidated feeds and our ICE Global Network businesses;~~multi-asset class data delivery solutions; and

•~~Our~~In our Mortgage Technology segment, ~~includes our ICE Mortgage Technology businesses. This segment includes origination~~we provide an end-to-end technology ~~closing solutions, data and analytics and other. In addition, beginning~~platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the ~~first quarter of 2021, origination technology revenues include those related to our ICE Mortgage Technology network (previously reported in~~U.S. residential mortgage market, from application through closing ~~solutions revenues)~~ and 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.~~secondary market.

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 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~~segments do not engage in ~~business segment presentation triggered a reallocation of our segment operating expenses. Prior periods have been adjusted to reflect this change.~~intersegment transactions.

Exchanges Segment

The following presents selected statements of income data for our 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, 2021						Three Months Ended March 31,
		2021		2020		Change				2022		2021		Change
Revenues:	Revenues:								Revenues:
Energy futures and options	Energy futures and options	$	310	$	353	(12)	%		Energy futures and options	$	353	$	310	14	%
Agricultural and metals futures and options	Agricultural and metals futures and options	59		84		(29)			Agricultural and metals futures and options	61		59		3
Financial futures and options	Financial futures and options	105		123		(14)			Financial futures and options	130		105		24
Futures and options	Futures and options	474		560		(15)			Futures and options	544		474		15
Cash equities and equity options	Cash equities and equity options	734		669		10			Cash equities and equity options	659		734		(10)
OTC and other	OTC and other	77		71		9			OTC and other	97		77		25
Transaction and clearing, net	Transaction and clearing, net	1,285		1,300		(1)			Transaction and clearing, net	1,300		1,285		1
Data and connectivity services	Data and connectivity services	207		193		7			Data and connectivity services	214		207		4
Listings	Listings	114		112		2			Listings	129		114		13
Revenues	Revenues	1,606		1,605		—			Revenues	1,643		1,606		2
Transaction-based expenses(1)	Transaction-based expenses(1)	632		556		14			Transaction-based expenses(1)	560		632		(11)
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	974		1,049		(7)			Revenues, less transaction-based expenses	1,083		974		11
Other operating expenses	Other operating expenses	253		246		3			Other operating expenses	240		253		(5)
Depreciation and amortization	Depreciation and amortization	63		64		(1)			Depreciation and amortization	58		63		(7)
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	5		12		(62)			Acquisition-related transaction and integration costs	1		5		(84)
Operating expenses	Operating expenses	321		322		—			Operating expenses	299		321		(7)
Operating income	Operating income	$	653	$	727	(10)	%		Operating income	$	784	$	653	20	%

Recurring revenues									Recurring revenues	$	343	$	321	7	%
Transaction revenues, net									Transaction revenues, net	$	740	$	653	13	%

(1)Transaction-based expenses are largely attributable to our cash equities and 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.~~our listings business. Transaction and clearing revenues consist of fees collected from derivatives, cash equities and equity options trading and derivatives clearing, and are reported on a net basis, 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~~

Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix. We consider data and connectivity services revenues and listings revenues to be recurring revenues. 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, 2022 and 2021, 20% and ~~2020,~~ 16%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. 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~~lower by ~~$12~~$11 million for the three months ended March 31, ~~2021,~~2022, from the comparable period in ~~2020.~~2021.

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of ~~$274~~$263 million and ~~$306~~$274 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The decrease in rebates for the three months ended March 31, 2022 is primarily due ~~primarily~~ to ~~decreased volumes within our~~the migration of Sterling futures rebates into the Sterling Overnight Index Average, or SONIA, and ~~options programs.~~a change in the pricing and structure of SONIA products.

•Energy Futures and Options: Total energy volume ~~decreased 16%~~increased 8% and revenues ~~decreased 12%~~increased 14% for the three months ended March 31, ~~2021~~2022 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 2020 benefited from a sharp increase in price volatility related to various geopolitical events as well as the emergence of COVID-19.2021.

–Total oil volume was flat for the three months ended March 31, 2022 from the comparable period in 2021, with volumes in both periods driven by price volatility related to various geopolitical events.

–Our global natural gas futures and options volume ~~decreased 16%~~increased 28% for the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020. Similar~~2021, driven by increased price volatility related to ~~oil volumes,~~geopolitical events, including the conflict in Ukraine in the first quarter of ~~2020 benefited from elevated volatility related to COVID-19.~~2022.

–Our environmentals and other futures and options volume ~~decreased 6%~~increased 17% for thethree months ended March 31, ~~2021~~2022, from the comparable period in ~~2020.~~2021, driven by an increase in the price of carbon and continued demand for market-based mechanisms to price climate risk and help enable greenhouse gas reduction goals.

•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets decreased ~~29% and revenues decreased 29%~~1% for the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020. The first quarter~~2021 due to lower sugar volumes, driven by decreased price volatility than in the prior year period. Revenues increased 3% for the three months ended March 31, 2022 from the comparable period in 2021 driven by elevated price volatility in our Coffee and Cocoa markets as a result of ~~2020 benefited from elevated volatility related to COVID-19~~weather-related supply and ~~a sharp decline in oil prices.~~demand dynamics.

–Sugar futures and options volumes decreased ~~39%~~6% for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020.~~2021.

–Other agricultural and metal futures and options volume ~~decreased 19%~~increased 3% for the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020.~~2021.

•Financial Futures and Options: Total volume decreased ~~21% and revenues decreased 14% in our financial futures and options markets~~4% for the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020.~~2021, and revenues increased 24% for the three months ended March 31, 2022, from the comparable period in 2021 in our financial futures and options markets. The decrease in financials volume and open interest was primarily driven by the transition of the LIBOR-based Sterling contract to the alternative rate-based SONIA contract which is half the notional size of the Sterling contract.

–Interest rate futures and options volume ~~and revenue~~ decreased ~~19% and 15%, respectively,~~7% for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020. The first quarter of 2020 benefited largely~~2021, and revenue increased 34% for the three months ended March 31, 2022, from the ~~unexpected quantitative easing measures implemented~~comparable period in 2021. The decrease in volume is due to the transition of the LIBOR-based Sterling contract to the alternative rate-based SONIA contract which is half the notional size of the Sterling contract. Adjusting for the difference in contract size, interest rate volumes increased 20% driven by ~~major~~interest rate volatility and increased speculation of central ~~banks in response~~bank activity due to ~~COVID-19.~~inflation concerns. Interest rate futures and options revenues were ~~$62~~$82 million and ~~$72~~$62 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, ~~decreased 26% and revenue decreased 14%~~increased 9% for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020.~~2021. Financial futures and options revenue increased 9% for the three months ended March 31, 2022, from the comparable period in 2021. The ~~first quarter of 2020~~three months ended March 31, 2022 benefited from elevated volatility across global ~~equity~~ markets driven by ~~the emergence of COVID-19.~~geopolitical events, central bank activity and inflationary concerns. Other financial futures and options revenues were ~~$43~~$48 million and ~~$51~~$43 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

•Cash Equities and Equity Options: Cash equities volume ~~increased 7%~~decreased 10% for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020~~2021 due to ~~increased participation in U.S. equity markets, including increased~~lower total market volumes driven by less retail ~~participation.~~trading. Cash equities revenues, net of transaction-based expenses, were ~~$71~~$73 million and ~~$83~~$71 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. Equity options volume increased ~~65%~~6% for the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020~~2021 driven by increased ~~participation and higher~~ market share. Equity options revenues, net of transaction-based expenses, were ~~$31~~$26 million and ~~$30~~$31 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

•OTC and Other: OTC and other transactions include revenues from our OTC energy business and 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, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues increased 9%25% for the three months ended March 31, ~~2021~~2022 from the comparable

period in ~~2020~~2021 primarily due to an increase in interest income on clearing margin deposits. Following the ~~February 2020 acquisition of Bridge2 Solutions.~~October 2021 Bakkt transaction, Bakkt revenues are no longer included within our OTC and other revenues.

•Data and Connectivity Services: Our data and connectivity services revenues increased 7%4% for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020.~~2021. 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%13% for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020,~~2021, driven by the full impact of strong 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.~~2021. All listings fees are billed upfront and revenues are recognized over time as 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.satisfied.

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,
	2022		2021		Change
Number of contracts traded (in millions):
Energy futures and options	222		206		8	%
Agricultural and metals futures and options	26		26		(1)
Financial futures and options	170		177		(4)
Total	418		409		2	%

	Three Months Ended March 31,
	2022		2021		Change
Average daily volume of contracts traded (in thousands):
Energy futures and options	3,580		3,376		6	%
Agricultural and metals futures and options	415		425		(2)
Financial futures and options	2,674		2,832		(6)
Total	6,669		6,633		1	%

	Three Months Ended March 31,
	2022		2021		Change
Rate per contract:
Energy futures and options	$	1.59	$	1.50	6	%
Agricultural and metals futures and options	$	2.38	$	2.28	3	%
Financial futures and options	$	0.75	$	0.58	27	%

3738

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 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,					As of March 31,
		2021	2020	Change			2022	2021	Change
Open interest — in thousands of contracts:	Open interest — in thousands of contracts:					Open interest — in thousands of contracts:
Energy futures and options	Energy futures and options	42,177	44,375	(5)	%	Energy futures and options	43,857	42,177	4	%
Agricultural and metals futures and options	Agricultural and metals futures and options	4,017	4,239	(5)		Agricultural and metals futures and options	3,873	4,017	(4)
Financial futures and options	Financial futures and options	32,341	26,666	21		Financial futures and options	25,564	32,341	(21)
Total	Total	78,535	75,280	4	%	Total	73,294	78,535	(7)	%

The following charts and ~~table~~tables present selected cash and equity options trading ~~data (all~~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) %
counted:


	Three Months Ended March 31,
	2022		2021		Change
NYSE cash equities (shares in millions):
Total cash handled volume	2,622		2,920		(10)	%
Total cash market share matched	20.0	%	19.5	%	0.5 pts

NYSE equity options (contracts in thousands):
NYSE equity options volume	8,227		7,732		6	%
Total equity options volume	40,027		40,053		—	%
NYSE share of total equity options	20.6	%	19.3	%	1.3 pts

Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares)	$0.045		$0.040		13	%
Equity options rate per contract	$0.05		$0.07		(23)	%

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 will vary from collections. Section 31 fees were ~~$125~~$51 million and ~~$166~~$125 million for the three months

ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. The decrease in Section 31 fees was primarily due to a decline in rates, which were revised in February of each year. 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 ~~$123~~$50 million as of March 31, ~~2021.~~2022.

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 ~~$507~~$509 million and ~~$390~~$507 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our 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.


Exchanges Segment:	Exchanges Segment:	Three Months Ended March 31,								Exchanges Segment:	Three Months Ended March 31,
		2021			2020			Change					2022			2021			Change
Operating expenses	Operating expenses	$	321		$	322		—	%			Operating expenses	$	299		$	321		(7)	%
Adjusted operating expenses(1)	Adjusted operating expenses(1)	$	298		$	295		2	%			Adjusted operating expenses(1)	$	283		$	298		(5)	%
Operating income	Operating income	$	653		$	727		(10)	%			Operating income	$	784		$	653		20	%
Adjusted operating income(1)	Adjusted operating income(1)	$	676		$	754		(10)	%			Adjusted operating income(1)	$	800		$	676		18	%
Operating margin	Operating margin	67		%	69		%	(2 pts)				Operating margin	72		%	67		%	5 pts
Adjusted operating margin(1)	Adjusted operating margin(1)	69		%	72		%	(3 pts)				Adjusted operating margin(1)	74		%	69		%	5 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 Services Segment~~

~~The following charts and table present our selected statements of income data for our Fixed Income and Data 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, 2021
2021 2020 Change
Revenues:
Fixed income execution $ 14 $ 21 (32) %
CDS clearing 55 72 (25)
Fixed income data and analytics 264 245 8
Fixed income and credit 333 338 (2)
Other data and network services 135 126 8
Revenues 468 464 1
Other operating expenses 249 243 2
Depreciation and amortization 86 87 (1)
Operating expenses 335 330 1
Operating income $ 133 $ 134 — %

Our Fixed Income and Data Services segment represents fixed income and credit trading and clearing as well as subscription-based, or recurring, revenues related to our fixed income data and analytics offerings as well as other multi-asset class data and network services.

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

~~Fixed Income and Data Services Revenues~~

Our Fixed Income and Data Services revenues increased 1% for the three months ended March 31, 2021 from the comparable period in 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 revenue was 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.

•~~Other Data and Network Services:~~ Our other data and network services revenues increased 8% for the three months ended March 31, 2021 from the comparable period in 2020. The increase in revenues was driven primarily by growth in our 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. 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, 2021, ASV was $1.580 billion, which increased 6.9% compared to the ASV as of March 31, 2020. ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange fluctuations.

~~Operating Expenses, Operating Income and Operating Margin~~

The following chart summarizes our Fixed Income and Data 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.

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)

(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.

~~Mortgage Technology~~Fixed Income and Data Services Segment

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

(1) The adjusted ~~numbers~~figures 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,
	2022		2021		Change
Revenues:
Fixed income execution	$	15	$	14	9	%
CDS clearing	72		55		32
Fixed income data and analytics	277		264		5
Fixed income and credit	364		333		9
Other data and network services	145		135		7
Revenues	509		468		9
Other operating expenses	264		249		6

Depreciation and amortization	90		86		4

Operating expenses	354		335		6
Operating income	$	155	$	133	17	%

Recurring revenues	$	422	$	399	6	%
Transaction revenues	$	87	$	69	27	%

In the table above, we consider fixed income data and analytics revenues and other data and network services revenues to be recurring revenues.

For the three months ended March 31, 2022 and 2021, 13% and 14%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Fixed Income and Data Services revenues were lower by $3 million for the three months ended March 31, 2022, respectively, than the comparable period in 2021.

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased 9% for the three months ended March 31, 2022, from the comparable period in 2021, 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, 2022 and 2021. Our fixed income execution revenues increased 9% for the three months ended March 31, 2022 from the comparable period in 2021 due to elevated volatility across global markets driven by geopolitical events, central bank activity and inflationary concerns.

•CDS Clearing: CDS clearing revenues increased 32% for the three months ended March 31, 2022 from the comparable period in 2021. The notional value of CDS cleared was $7.7 trillion and $5.0 trillion for the three months ended March 31, 2022 and 2021, respectively. The increase in the notional value of CDS cleared in the first quarter of 2022 was primarily driven by heightened volatility related to geopolitical events and inflationary concerns.

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 5% for the three months ended March 31, 2022, from the comparable period in 2021. The increase in revenue was 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.

•Other Data and Network Services: Our other data and network services revenues increased 7% for the three months ended March 31, 2022, from the comparable period in 2021. The increase in revenues was driven primarily by growth in our 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. 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, 2022, ASV was $1.672 billion, which increased 5.8% compared to the ASV as of March 31, 2021. ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange fluctuations.

Operating Expenses, Operating Income and Operating Margin


Fixed Income and Data Services Segment:	Three Months Ended March 31,
	2022			2021			Change
Operating expenses	$	354		$	335		6	%
Adjusted operating expenses(1)	$	305		$	290		5	%
Operating income	$	155		$	133		17	%
Adjusted operating income(1)	$	204		$	178		14	%
Operating margin	30		%	28		%	2 pts
Adjusted operating margin(1)	40		%	38		%	2 pts

Mortgage Technology Segment

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

(1) The adjusted figures 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, 2021					Three Months Ended March 31,
		2021		2020		Change			2022		2021		Change
Revenues:	Revenues:							Revenues:
Origination technology	Origination technology	254		—		n/a		Origination technology	203		254		(20)%
Closing solutions	Closing solutions	70		44		61%		Closing solutions	70		70		—
Data and analytics	Data and analytics	18		—		n/a		Data and analytics	20		18		6
Other	Other	13		2		614		Other	14		13		13
Revenues	Revenues	355		46		680		Revenues	307		355		(13)
Other operating expenses	Other operating expenses	130		19		590		Other operating expenses	140		130		7
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	13		—		n/a		Acquisition-related transaction and integration costs	8		13		(37)
Depreciation and amortization	Depreciation and amortization	106		6		1,662		Depreciation and amortization	106		106		—
Operating expenses	Operating expenses	249		25		899		Operating expenses	254		249		2
Operating income	Operating income	$	106	$	21	414%		Operating income	$	53	$	106	(49)%

Recurring revenues								Recurring revenues	$	156	$	125	24%
Transaction revenues								Transaction revenues	$	151	$	230	(34)%

In the table above, we consider subscription fee and certain other revenues to be recurring revenues. Each revenue classification, above, contains a mix of recurring and transaction revenues, based on the various service offerings described in more detail, below.

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~~decreased $48 million ~~or 680%~~ for the three months ended March 31, ~~2021~~2022 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.2021.

•Origination technology: Our origination technology acts as a system of record for the mortgage ~~origination,~~transaction, 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~~transaction-based or 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~~Closing solutions also include revenues from ~~the~~our Mortgage Electronic Registrations Systems, Inc., or MERS database, which provides a ~~leading~~ system of record for recording and tracking changes ~~in mortgage~~and 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.~~can be both recurring and transaction-based in nature.

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Operating Expenses, Operating Income and Operating Margin

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


Mortgage Technology Segment:	Three Months Ended March 31,
	2022			2021			Change*
Operating expenses	$	254		$	249		2%
Adjusted operating expenses(1)	$	158		$	141		11%
Operating income	$	53		$	106		(49)%
Adjusted operating income(1)	$	149		$	214		(30)%
Operating margin	17		%	30		%	(13 pts)
Adjusted operating margin(1)	49		%	60		%	(11 pts)

Consolidated Operating Expenses

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


		Three Months Ended March 31,						Three Months Ended March 31,
		2021		2020		Change				2022		2021		Change
Compensation and benefits	Compensation and benefits	$	354	$	278	27	%		Compensation and benefits	$	359	$	354	2	%
Professional services	Professional services	44		29		49			Professional services	34		44		(22)
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	18		12		51			Acquisition-related transaction and integration costs	9		18		(49)
Technology and communication	Technology and communication	162		131		24			Technology and communication	175		162		7
Rent and occupancy	Rent and occupancy	21		21		1			Rent and occupancy	21		21		(1)
Selling, general and administrative	Selling, general and administrative	51		49		5			Selling, general and administrative	55		51		7
Depreciation and amortization	Depreciation and amortization	255		157		63			Depreciation and amortization	254		255		—
Total operating expenses	Total operating expenses	$	905	$	677	34	%		Total operating expenses	$	907	$	905	—	%

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~~integration of acquisitions and other investments.

For both the three months ended March 31, 2022 and 2021, ~~and 2020,~~ 10% ~~and 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 ~~increased $7~~were $3 million lower during the three months ended March 31, ~~2021 from~~2022, than in the comparable period in ~~2020.~~ 2021.

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,
		2021		2020		Change				2022		2021		Change
Employee headcount	Employee headcount	8,964		6,293		42	%		Employee headcount	9,009		8,964		1	%
Stock-based compensation expenses	Stock-based compensation expenses	$	35	$	30	18	%		Stock-based compensation expenses	$	37	$	35	6	%

~~Employee headcount~~

Headcount increased due to 404 additional employees hired, primarily in India, partially offset by a reduction of 359 Bakkt employees following its deconsolidation.

Compensation and benefits expense increased $5 million for the three months ended March 31, ~~2021 from the comparable period in 2020~~2022, primarily due to ~~our acquisition of Ellie Mae. Total compensation~~a $16 million increase related to additional headcount, increased commissions, merit pay increases, and ~~benefits expenses increased for~~higher employee insurance costs, partially offset by $14 million in expense related to Bakkt during the three months ended March 31, 2021, ~~from the comparable period in 2020 primarily due~~prior to $67 million in additional costs related to the acquisitions of Ellie Mae and Bridge2 Solutions and $11 million in additional costs related to other increases in employee headcount, 2021 merit pay and increases to our employee cash bonuses, partially offset by a $5 million decrease in employee severance expenses.deconsolidation. The stock-based compensation expenses in the table above relate to employee stock option and restricted stock ~~awards.~~awards and exclude stock-based compensation related to acquisition-related transaction and integration costs.

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~~our use of these services in our business.

Professional services expenses ~~increased~~decreased $10 million for the three months ended March 31, ~~2021~~2022, from the comparable period in ~~2020~~2021, primarily due to $8a $5 million decrease in ~~costs related to our acquisition of Ellie Mae,~~legal fees, as well as $4 million in ~~higher technology consulting services fees primarily~~expense related to Bakkt ~~and $3 million in increased costs associated with regulatory and litigation matters.~~during the three months ended March 31, 2021 prior to deconsolidation.

Acquisition-Related Transaction and Integration Costs

We incurred ~~$18~~$9 million in acquisition-related transaction and integration costs during the three months ended March 31, 2022, primarily related to our integration of Ellie Mae, Inc., or Ellie Mae. We incurred $18 million in acquisition-related transaction 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 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.

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 ofor 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.

Technology and communications expenses increased $13 million for the three months ended March 31, 2022, from the comparable period in 2021, primarily due to $5 million in increased hardware and software support costs, $8 million in

4849

increased hosting costs and $3 million in increased data services costs, partially offset by $3 million in expense during the three months ended March 31, 2021 ~~from the comparable period in 2020 primarily due to $29 million in additional costs~~ related to ~~our September 2020 acquisition of Ellie Mae.~~Bakkt prior to deconsolidation.

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 the U.S., U.K., and ~~around Atlanta, New York, Pleasanton, London and Hyderabad~~India, with smaller offices located throughout the world.

Rent and occupancy expenses were flat for the three months ended March 31, ~~2021~~2022 from the comparable period in 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 during the three months ended March 31, 2020.2021.

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 $4 million for the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020~~2021 primarily due to $7$8 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~~$6 million ~~charitable contribution~~ in ~~support of COVID-19 relief efforts~~expenses related to Bakkt during the three months ended March 31, ~~2020.~~2021, prior to the deconsolidation of Bakkt.

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 ~~$159~~$153 million and ~~$70~~$159 million for the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. Amortization expense increased for the three months ended March 31, 2021 from the comparable period in 2020 primarily due to $90 million in increased amortization expenses recorded on the Ellie Mae intangible assets related to our September 2020 acquisition.

We recorded depreciation expenses on our fixed assets of ~~$96~~$101 million and ~~$87~~$96 million for the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. Depreciation expense increased for the three months ended March 31, 2021 from the comparable period in 2020 primarily due to $7 million in additional costs related to our September 2020 acquisition of Ellie Mae.

Consolidated Non-Operating ~~Income~~ 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,
		2021		2020		Change				2022		2021		Change
Other income (expense):
Other income/(expense):									Other income/(expense):
Interest income	Interest income	$	—	$	6	(96)	%		Interest income	$	1	$	—	n/a
Interest expense	Interest expense	(107)		(72)		49			Interest expense	(103)		(107)		(4)
Other income (expense), net		48		20		144
Total other income (expense), net		$	(59)	$	(46)	28%
Other income/(expense), net									Other income/(expense), net	(58)		48		n/a
Total other income/(expense), net									Total other income/(expense), net	$	(160)	$	(59)	171%
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	$	(4)	$	(8)	(51)%			Net income attributable to non-controlling interest	$	(10)	$	(4)	162%

*Percentage changes in the table above deemed "n/a" are not meaningful.

Interest Income

Interest income ~~decreased~~ for the three months ended March 31, ~~2021 from the comparable period in 2020~~2022 primarily ~~due to a decrease in~~represents interest income on our short-term ~~interest rates on various~~ investments.

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Interest Expense

Interest expense ~~increased~~ for the three months ended March 31, ~~2021 from the comparable period in 2020~~2022 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.~~represents interest expense on our outstanding debt. See “- Debt” below.

Other ~~income~~ income/(expense), net

~~We own a 40% interest in OCC which we treat as an~~Our equity method ~~investment.~~investments include OCC ~~is regulated by the SEC~~ and ~~the CFTC.~~Bakkt, among others. We recognized ~~$25 million~~($42 million) and ~~$17~~$25 million during the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, of ~~equity earnings as~~ our share of ~~OCC's~~ estimated equity method investment (losses)/profits, net, which is included in other income. ~~Included within~~The estimated losses during the ~~amount recognized~~three months ended March 31, 2022 are primarily related to our investment in Bakkt, and the estimated profits during the three months ended March 31, 2021 ~~is a $16 million earnings adjustment~~are related to our investment in OCC. Both periods include adjustments to reflect ~~higher than~~the difference between reported ~~2020 net income than originally estimated by OCC. Similarly,~~prior period actual results from our original estimates.

During the three months ended March 31, 2022, we recorded a $9 million accrual for a legal settlement, which is included ~~within the amount recognized~~ in ~~2020 is a $7 million earnings adjustment to reflect higher than reported 2019 net income than originally estimated.~~other expense.

In connection with our equity investment in Euroclear, we recognized dividend income of $30 million during the three months ended March 31, 2021 which is included in other income. We did not receive a Euroclear dividend during the three months ended March 31, 2022.

We incurred foreign currency transaction ~~gains/(losses)~~losses of ~~($6 million)~~$5 million and $4$6 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, 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~~ income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies 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, ~~2021,~~2022, our non-controlling interests included those related to the non-ICE limited partners' 26.7% ownership interest in our CDS clearing subsidiaries, and non-controlling interests in ICE Futures Abu ~~Dhabi and~~Dhabi. Prior to completion of the Bakkt transaction on October 15, 2021, our non-controlling interest also included the redeemable non-controlling ~~interests~~interest 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 ~~$183~~$165 million and ~~$178~~$183 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, 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.

The U.K. government, in its recent Finance Bill of 2021, proposed increasing the U.K. corporate income tax rate from 19% to 25%, beginning April 1, 2023. We expect this tax law change to be enacted later in 2021 and will account for the deferred tax effects in the quarter that the tax law is officially enacted.

On March 11, 2021, the American Rescue Plan Act, or ARPA, was signed into law. The ARPA enacted certain provisions that are relevant to corporate income tax. These provisions did not have a material impact onstate apportionment changes as well as updates involving our ~~income tax provision for the three months ended March 31, 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

equity method investments.

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 and equity method 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.

See “– Cash Flow” below for a discussion of our capital expenditures and capitalized software development costs.

Consolidated cash and cash equivalents were ~~$562~~$638 million and ~~$583~~$607 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. We had $1.5 billion and $1.4 billion in short-term and long-term restricted cash and cash equivalents as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. We had $161.1 billion and $145.9 billion of cash and cash equivalent margin deposits and guaranty funds as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, ~~2021,~~2022, the amount of unrestricted cash held by our non-U.S. subsidiaries was ~~$294~~$442 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, ~~2021,~~2022, we held ~~$24~~$12 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 and cash equivalents, and restricted cash and cash equivalents (in millions):


		Three Months Ended March 31,					Three Months Ended March 31,
		2021		2020			2022		2021
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	734	$	520	Operating activities	$	756	$	734
Investing activities	Investing activities	(116)		(302)		Investing activities	882		444
Financing activities	Financing activities	(583)		(411)		Financing activities	13,678		888
Effect of exchange rate changes	Effect of exchange rate changes	(1)		(9)		Effect of exchange rate changes	(1)		(1)
Net increase/(decrease) in cash, cash equivalents and restricted cash and cash equivalents		$	34	$	(202)
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds						Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	$	15,315	$	2,065

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~~$22 million increase in net cash provided by operating activities during the three months ended March 31, ~~2021~~2022 from the comparable period in ~~2020~~2021 was driven by ~~the timing of accounts receivable collections of $297~~a $17 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~~income and fluctuations in our working ~~capital and the timing of various payments such as transaction-related expenses.~~capital.

Investing Activities

Consolidated net cash ~~used~~provided by investing activities for the three months ended March 31, 2022 primarily relates to $1.7 billion in proceeds from the sale of invested margin deposits, partially offset by $651 million of purchases of invested margin deposits, $36 million of capital expenditures and $67 million of capitalized software development costs.

Consolidated net cash provided by investing activities for the three months ended March 31, 2021 primarily relates to $1.7 billion in proceeds from the sale of invested margin deposits, partially offset by $1.1 billion purchases of invested margin deposits, $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~~provided by financing activities for the three months ended March 31, 2022 primarily relates to an increase in our cash and cash equivalent margin deposits and guaranty fund balances of $14.2 billion due to increased volatility and $256 million in net proceeds under our Commercial Paper Program, partially offset by $475 million in repurchases of our common stock, $214 million in dividend payments to stockholders and $69 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises.

Consolidated net cash provided by financing activities for the three months ended March 31, 2021 primarily relates to an increase in our cash and cash equivalent margin deposits and guaranty fund balances of $1.5 billion, partially offset by $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~~We have adjusted our historical presentation of opening and ending amounts of cash and cash equivalents, and restricted cash and cash equivalents in our consolidated statements of cash flows to include cash and cash equivalent margin deposits and guaranty funds. Changes in these balances are reflected as cash provided by/(used inin) 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.activities.

Debt

As of March 31, ~~2021,~~2022, we had ~~$16.2~~$14.2 billion in outstanding debt, consisting of $12.9 billion of ~~fixed rate~~ senior notes, ~~$1.2 billion of floating rate senior notes, $2.1~~$1.3 billion under ~~the~~our Commercial Paper Program and $6$9 million under credit lines at our ICE India subsidiaries. Our ~~current fixed rate~~ senior notes of $12.9 billion have a weighted average maturity of 1615 years and a weighted average cost of ~~3.0%~~2.9% per annum. The commercial paper notes had original maturities ranging from one to ~~176~~43 days as of March 31, 2022, with a weighted average interest rate of 0.99% per annum, and a weighted average remaining maturity of 21 days. As of December 31, 2021, we had $13.9 billion in outstanding debt, consisting of $12.9 billion of senior notes, $1.0 billion under our Commercial Paper Program and $10 million under credit lines at our ICE India subsidiaries. As of December 31, 2021, our senior notes of $12.9 billion had a weighted average maturity of 15 years and a weighted average cost of 2.9% per annum. The commercial paper notes had original maturities ranging from three to 73 days as of December 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 8226 days.

We have a $3.8 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of October 15, 2026 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,~~2022, of the $3.8 billion that is currently available for borrowing under the Credit Facility, ~~$2.1~~$1.3 billion is required to ~~back-stop~~backstop the amount outstanding under our Commercial Paper Program and ~~$172~~$171 million is required to support certain broker-dealer and other subsidiary commitments. The amount required to ~~back-stop~~backstop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining ~~$1.5~~$2.3 billion is available for working capital and general corporate purposes including, but not limited to, acting as a ~~back-stop~~backstop 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~~issuances of ~~$343~~$256 million under our Commercial Paper Program during the three months ended March 31, ~~2021.~~2022.

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~~backstop revolving facility. However, electing to do so would result in higher interest expense.

For additional details of our debt instruments, refer to Note 98 to our consolidated unaudited financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our ~~2020~~2021 Form 10-K.

Capital Return

For the three months ended March 31, 2022, we repurchased 3.7 million shares of our outstanding common stock at a cost of $475 million, including 3.3 million shares at a cost of $425 million under our Rule 10b5-1 trading plan and

0.4 million shares at a cost of $50 million on the open market during an open trading period. Shares repurchased are held in treasury stock. For the three months ended March 31, 2021, we did not repurchase any of our outstanding common stock. 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. Shares repurchased are held in treasury stock.

~~We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with the Ellie Mae acquisition.~~ The remaining balance of Board approved funds for future ~~repurchase~~repurchases as of March 31, ~~2021~~2022 is ~~$1.2~~

$2.7 billion. The approval of our Board for ~~the share~~stock 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. In December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022. We may discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time. We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities. 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, 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.

During the first quarter of ~~2021,~~2022, we paid a quarterly dividend of ~~$0.33~~$0.38 per share of our common stock for an aggregate payout of ~~$187~~$214 million, which includes the payment of dividend equivalents on unvested employee restricted stock units.

Future Capital Requirements

Our future capital requirements will depend on many factors, including the rate of growth across our 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 ~~$400~~$490 million and ~~$430~~$520 million in ~~2021,~~2022, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

As of March 31, ~~2021,~~2022, we had ~~$1.2~~$2.7 billion authorized for future repurchases of our common stock. Refer to Note 1110 to our consolidated financial statements included in this Quarterly Report for additional details on our stock repurchase 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. On ~~April 29, 2021,~~May 5, 2022, we announced a ~~$0.33~~$0.38 per share dividend for the second quarter of ~~2021~~2022 with the dividend payable on June 30, ~~2021~~2022 to stockholders of record as of June ~~16, 2021.~~15, 2022.

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 98 and 1312 to our consolidated financial statements included in this Quarterly Report 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:


		Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology 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,
		2021			2020			2021			2020			2021			2020			2021			2020				2022			2021			2022			2021			2022			2021			2022			2021
Total revenues, less transaction-based expenses	Total revenues, less transaction-based expenses	$	974		$	1,049		$	468		$	464		$	355		$	46		$	1,797		$	1,559		Total revenues, less transaction-based expenses	$	1,083		$	974		$	509		$	468		$	307		$	355		$	1,899		$	1,797
Operating expenses	Operating expenses	321			322			335			330			249			25			905			677			Operating expenses	299			321			354			335			254			249			907			905
Less: Amortization of acquisition-related intangibles	Less: Amortization of acquisition-related intangibles	18			17			45			48			95			5			158			70			Less: Amortization of acquisition-related intangibles	16			18			49			45			88			95			153			158
Less: Transaction and integration costs and acquisition-related success fees		5			10			—			—			13			—			18			10
Less: Transaction and integration costs																										Less: Transaction and integration costs	—			5			—			—			8			13			8			18

Adjusted operating expenses	Adjusted operating expenses	$	298		$	295		$	290		$	282		$	141		$	20		$	729		$	597		Adjusted operating expenses	$	283		$	298		$	305		$	290		$	158		$	141		$	746		$	729
Operating income	Operating income	$	653		$	727		$	133		$	134		$	106		$	21		$	892		$	882		Operating income	$	784		$	653		$	155		$	133		$	53		$	106		$	992		$	892
Adjusted operating income	Adjusted operating income	$	676		$	754		$	178		$	182		$	214		$	26		$	1,068		$	962		Adjusted operating income	$	800		$	676		$	204		$	178		$	149		$	214		$	1,153		$	1,068
Operating margin	Operating margin	67		%	69		%	28		%	29		%	30		%	45		%	50		%	57		%	Operating margin	72		%	67		%	30		%	28		%	17		%	30		%	52		%	50		%
Adjusted operating margin	Adjusted operating margin	69		%	72		%	38		%	39		%	60		%	55		%	59		%	62		%	Adjusted operating margin	74		%	69		%	40		%	38		%	49		%	60		%	61		%	59		%

Net income attributable to ICE common stockholders	Net income attributable to ICE common stockholders																			$	646		$	650		Net income attributable to ICE common stockholders																			$	657		$	646
Add: Amortization of acquisition-related intangibles	Add: Amortization of acquisition-related intangibles																			158			70			Add: Amortization of acquisition-related intangibles																			153			158
Add: Transaction and integration costs and acquisition-related success fees																				18			10
Less: Net income from unconsolidated investee																				(25)			(17)
Add: Transaction and integration costs																										Add: Transaction and integration costs																			8			18

Add: Accrual relating to legal settlement																										Add: Accrual relating to legal settlement																			9			—

Add/(Less): Net losses (income) from unconsolidated investees																										Add/(Less): Net losses (income) from unconsolidated investees																			42			(25)

Less: Income tax effect for the above items	Less: Income tax effect for the above items																			(40)			(17)			Less: Income tax effect for the above items																			(58)			(40)

Add/(Less): Deferred tax adjustments on acquisition-related intangibles	Add/(Less): Deferred tax adjustments on acquisition-related intangibles																			1			(1)			Add/(Less): Deferred tax adjustments on acquisition-related intangibles																			(7)			1

Adjusted net income attributable to ICE common stockholders	Adjusted net income attributable to ICE common stockholders																			$	758		$	695		Adjusted net income attributable to ICE common stockholders																			$	804		$	758

Basic earnings per share attributable to ICE common stockholders	Basic earnings per share attributable to ICE common stockholders																			$	1.15		$	1.18		Basic earnings per share attributable to ICE common stockholders																			$	1.17		$	1.15
Diluted earnings per share attributable to ICE common stockholders	Diluted earnings per share attributable to ICE common stockholders																			$	1.14		$	1.17		Diluted earnings per share attributable to ICE common stockholders																			$	1.16		$	1.14

Adjusted basic earnings per share attributable to ICE common stockholders	Adjusted basic earnings per share attributable to ICE common stockholders																			$	1.35		$	1.26		Adjusted basic earnings per share attributable to ICE common stockholders																			$	1.43		$	1.35
Adjusted diluted earnings per share attributable to ICE common stockholders	Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.34		$	1.25		Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.43		$	1.34

Basic weighted average common shares outstanding	Basic weighted average common shares outstanding																			562			552			Basic weighted average common shares outstanding																			561			562
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding																			565			555			Diluted weighted average common shares outstanding																			564			565

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~~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 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,~~2022, we also 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~~accrual related to ~~the March 2020 capital call~~a legal settlement as a non-GAAP adjustment. We do not consider an event of this type to ~~fund the acquisition~~be reflective of ~~Bridge2 Solutions and we believe is therefore appropriate since we exclude costs directly related to financing a transaction.~~our core business operations.

~~Effective during the three months ended March 31, 2021, we will~~We 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.~~measures. As of ~~both~~March 31, 2022, this adjustment includes our share of profits or losses from OCC, Bakkt, and our other equity method investments, and as of March 31, 2021, ~~and 2020, our~~it included 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 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 deferred tax adjustments of $1

~~million~~($7 million) and ~~($1 million)~~$1 million for the three months ~~ending~~ended March 31, 2022 and 2021, ~~and 2020,~~ respectively, ~~were due~~relate primarily to U.S. state apportionment changes.

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, ~~2021,~~2022, 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 ~~2020~~2021 Form 10-K.

Off-Balance Sheet Arrangements

As described in Note 1312 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, certain clearing house collateral is ~~reported off-balance sheet. In addition, and as described in Note 3 of our 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

Critical Accounting Policies

During the three months ended March 31, ~~2021,~~2022, 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 ~~2020~~2021 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, ~~2021~~2022 and December 31, ~~2020,~~2021, our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents were $2.1 billion and ~~short-term and long-term investments were~~ $2.0 billion, ~~for each period,~~respectively, of which ~~$225~~$251 million and ~~$245~~$276 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 50% decrease in short-term interest rates would ~~have an immaterial impact on~~decrease our annual pre-tax earnings by an immaterial amount as of March 31, ~~2021,~~2022, 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, ~~2021,~~2022, we had ~~$16.2~~$14.2 billion in outstanding debt, of which $12.9 billion relates to our ~~fixed rate~~ senior notes. The remaining amount outstanding ~~of $3.3 billion~~ relates to ~~$2.1~~$1.3 billion outstanding under our Commercial Paper Program, ~~and $1.2 billion of floating rate senior notes, each of~~ which ~~bear~~bears interest at fluctuating rates, and $6$9 million under lines of credit ~~lines~~ at our ICE India 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, ~~2021~~2022 would decrease annual pre-tax earnings by ~~$33~~$13 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.~~

Condition and Results of Operations - Debt" and Note 8 to our consolidated financial statements 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~~increased from ~~0.40%~~0.33% as of December 31, ~~2020~~2021 to ~~0.33%~~0.99% as of March 31, ~~2021.~~2022. 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, ~~2021~~2022 and ~~2020~~2021 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							Three Months Ended March 31, 2022								Three Months Ended March 31, 2021
		Pound Sterling			Euro				Pound Sterling			Euro					Pound Sterling			Euro				Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	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 current year period	1.3424			1.1229				1.3792			1.2060
Average exchange rate to the U.S. dollar in the same period in the prior year	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 to the U.S. dollar in the same period in the prior year	1.3792			1.2060				1.2794			1.1025
Average exchange rate increase (decrease)	Average exchange rate increase (decrease)	8		%	9		%		(2)		%	(3)		%		Average exchange rate increase (decrease)	(3)		%	(7)		%		8		%	9		%
Foreign denominated percentage of:	Foreign denominated percentage of:															Foreign denominated percentage of:
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	7		%	6		%		9		%	6		%		Revenues, less transaction-based expenses	8		%	7		%		7		%	6		%
Operating expenses	Operating expenses	8		%	2		%		10		%	2		%		Operating expenses	8		%	2		%		8		%	2		%
Operating income	Operating income	6		%	9		%		8		%	9		%		Operating income	7		%	12		%		6		%	9		%
Impact of the currency fluctuations (1) on:	Impact of the currency fluctuations (1) on:															Impact of the currency fluctuations (1) on:
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	$	9		$	9			$	(2)		$	(3)			Revenues, less transaction-based expenses	$	(4)		$	(10)			$	9		$	9
Operating expenses	Operating expenses	$	5		$	2			$	(1)		$	(1)			Operating expenses	$	(2)		$	(1)			$	5		$	2
Operating income	Operating income	$	4		$	7			$	(1)		$	(2)			Operating income	$	(2)		$	(9)			$	4		$	7

(1) Represents the impact of currency fluctuation for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 compared to the same ~~period~~periods in the prior year.

We have a significant part of our assets, liabilities, revenues and expenses recorded in pounds sterling or euros. ~~For~~During the three months ended March 31, 2022 and 2021, 15% and 13%, respectively, of our consolidated revenues, less transaction-based expenses were denominated in pounds sterling or euros and for both the three months ended March 31, 2022 and 2021, 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)~~losses of ~~($6 million)~~$5 million and $4$6 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, inclusive of the impact of foreign currency hedging transactions. The foreign currency transaction ~~gains/ (losses)~~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, ~~2021,~~2022, 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 $15 million.

We entered into foreign currency hedging transactions during the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 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, 2021							As of March 31, 2022
		Position in pounds sterling		Position in Canadian dollars		Position in euros			Position in pounds sterling		Position in Canadian dollars		Position in euros
Assets	Assets	£	738	C$	1,427	€	155	Assets	£	709	$	2,694	€	181
of which goodwill represents	of which goodwill represents	587		164		92		of which goodwill represents	561		397		92
Liabilities	Liabilities	67		1,022		48		Liabilities	83		2,267		65

Net currency position	Net currency position	£	671	C$	405	€	107	Net currency position	£	626	$	427	€	116
Net currency position, in $USD	Net currency position, in $USD	$	925	$	323	$	126	Net currency position, in $USD	$	822	$	341	$	129
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates	Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates	$	93	$	32	$	13	Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates	$	82	$	34	$	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, ~~2021~~2022 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 ~~1.3782~~1.3141 and ~~1.3665~~1.3524 as of March 31, ~~2021~~2022, and December 31, ~~2020,~~2021, respectively, and by fluctuations of the euro as compared to the U.S. dollar which were ~~1.1731~~1.1067 and ~~1.2216~~1.1372 as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.


	Changes in Accumulated Other Comprehensive ~~Income/(Loss)~~Loss from Foreign Currency Translation Adjustments (in millions)
Balance, as of December 31, ~~2020~~2021	$	~~(134)~~(150)


Net current period other comprehensive ~~income/(loss)~~loss	7 (25)
Balance, as of March 31, ~~2021~~2022	$	~~(127)~~(175)

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~~margin deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Refer to Note 1312 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were ~~$85.6~~$164.9 billion as of March 31, ~~2021.~~2022. 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 ~~2020~~2021 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 Securities Exchange ~~Act)~~Act of 1934). 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

See Note 1413 to the consolidated financial statements and related notes, which are incorporated by reference herein.

ITEM 1(A). RISK FACTORS

During the three months ended March 31, ~~2021,~~2022, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our ~~2020~~2021 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the "- Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business - Regulation” in our ~~2020~~2021 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our ~~2020~~2021 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

~~We discontinued~~The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock ~~repurchases and terminated~~during the three months ended March 31, 2022.


Period (2022)	Total number of shares purchased (in thousands)(1)	Average price paid per share	Amount of repurchases (in millions)	Total cumulative year-to-date shares purchased as part of publicly announced plans or programs (in thousands)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
January 1 - January 31	—	N/A	—	—	$3,150
February 1 - February 28	1,762	$126.41	$223	1,762	$2,927
March 1 - March 31	1,912	$131.97	252	3,674	$2,675
Total (1)	3,674	$129.30	$475

(1) Includes 3.3 million shares at a cost of $425 million under our Rule 10b5-1 trading plan ~~in August 2020 in connection with~~and 0.4 million shares at a cost of $50 million on the ~~Ellie Mae acquisition.~~ open market during an open trading period.

Refer to Note 1110 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report for details on our stock repurchase plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS


Exhibit Number		Description of Document

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

~~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~~14, 2022, between Intercontinental Exchange Holdings, Inc. and David S. ~~Goone.~~Goone

~~10.7~~	—	~~Aircraft Time Sharing Agreement dated as of~~(incorporated by reference t o Exhibit 10.1 to Intercontinent a l Ex change, Inc.'s Amendment No. 1 to Current Report on Form 8-K filed w ith the SEC on March ~~4, 2021 between Intercontinental Exchange Holdings, Inc. and Benjamin R. Jackson.~~17, 2022, File No. 001-36198).

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

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

32.1	—	Section 1350 Certification of Chief Executive Officer.

32.2	—	Section 1350 Certification of Chief Financial Officer.

101	—	The following materials from Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2021,~~2022, 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	—	The cover page from Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2021~~2022 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)

Date: ~~April 29, 2021~~May 5, 2022	By:	/s/ ~~Scott~~ A. ~~Hill~~Warren Gardiner
		~~Scott~~ A. ~~Hill~~Warren Gardiner
		Chief Financial Officer
		(Principal Financial Officer)


	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


	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