Item 1. Consolidated Financial Statements

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

			As of						As of December 31, 2021
			March 31, 2022
			(Unaudited)
Assets:
Current assets:
Cash and cash equivalents			$	638					$	607
Short-term restricted cash and cash equivalents			1,101						1,035
Cash and cash equivalent margin deposits and guaranty funds			161,147						145,936
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			1,696						1,208
Prepaid expenses and other current assets			1,020						1,021
Total current assets			169,378						154,300
Property and equipment, net			1,733						1,699
Other non-current assets:
Goodwill			21,141						21,123
Other intangible assets, net			13,576						13,736
Long-term restricted cash and cash equivalents			405						398
Other non-current assets			2,255						2,246
Total other non-current assets			37,377						37,503
Total assets			$	208,488					$	193,502
Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities			$	733					$	703
Section 31 fees payable			50						57
Accrued salaries and benefits			148						354
Deferred revenue			589						194
Short-term debt			1,777						1,521
Margin deposits and guaranty funds			161,147						145,936
Invested deposits, delivery contracts payable and unsettled variation margin			3,776						4,493
Other current liabilities			259						153
Total current liabilities			168,479						153,411
Non-current liabilities:
Non-current deferred tax liability, net			4,011						4,100
Long-term debt			12,401						12,397
Accrued employee benefits			195						200
Non-current operating lease liability			288						252
Other non-current liabilities			411						394
Total non-current liabilities			17,306						17,343
Total liabilities			185,785						170,754
Commitments and contingencies

Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
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			6						6
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			14,153						14,069
Retained earnings			14,793						14,350
Accumulated other comprehensive loss			(221)						(196)
Total Intercontinental Exchange, Inc. stockholders’ equity			22,667						22,709
Non-controlling interest in consolidated subsidiaries			36						39
Total equity			22,703						22,748
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,
			2022						2021
Revenues:
Exchanges			$	1,643					$	1,606
Fixed income and data services			509						468
Mortgage technology			307						355
Total revenues			2,459						2,429
Transaction-based expenses:
Section 31 fees			51						125
Cash liquidity payments, routing and clearing			509						507
Total revenues, less transaction-based expenses			1,899						1,797
Operating expenses:
Compensation and benefits			359						354
Professional services			34						44
Acquisition-related transaction and integration costs			9						18
Technology and communication			175						162
Rent and occupancy			21						21
Selling, general and administrative			55						51
Depreciation and amortization			254						255
Total operating expenses			907						905
Operating income			992						892
Other income/(expense):
Interest income			1						—
Interest expense			(103)						(107)
Other income/(expense), net			(58)						48
Other income/(expense), net			(160)						(59)
Income before income tax expense			832						833
Income tax expense			165						183
Net income			$	667					$	650
Net income attributable to non-controlling interest			(10)						(4)
Net income attributable to Intercontinental Exchange, Inc.			$	657					$	646
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic			$	1.17					$	1.15
Diluted			$	1.16					$	1.14
Weighted average common shares outstanding:
Basic			561						562
Diluted			564						565

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

			Three Months Ended March 31,
			2022						2021
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			(25)						7
Change in equity method investment			—						1
Other comprehensive income/(loss)			(25)						8
Comprehensive income			$	642					$	658
Comprehensive income attributable to non-controlling interest			(10)						(4)
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
			Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income/(Loss)
			Shares						Value						Shares						Value
Balance, as of December 31, 2021			631						$	6					(70)						$	(5,520)					$	14,069					$	14,350					$	(196)					$	39					$	22,748
Other comprehensive loss			—						—						—						—						—						—						(25)						—						(25)
Exercise of common stock options			—						—						—						—						15						—						—						—						15
Repurchases of common stock			—						—						(3)						(475)						—						—						—						—						(475)
Payments relating to treasury shares			—						—						(1)						(69)						—						—						—						—						(69)
Stock-based compensation			—						—						—						—						45						—						—						—						45
Issuance under the employee stock purchase plan			—						—						—						—						24						—						—						—						24
Issuance of restricted stock			2						—						—						—						—						—						—						—						—
Distributions of profits			—						—						—						—						—						—						—						(13)						(13)
Dividends paid to stockholders			—						—						—						—						—						(214)						—						—						(214)
Net income/(loss) attributable to non-controlling interest			—						—						—						—						—						(10)						—						10						—
Net income			—						—						—						—						—						667						—						—						667
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, 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)

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

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. Our products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency.

• 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, Asia Pacific and the 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, 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, 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.

We have considered the impacts of the ongoing conflict between Russia, Belarus and Ukraine on our financial 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 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 previously reported consolidated balance sheets, statements of income, statements of comprehensive income, or statements of changes in equity and redeemable non-controlling interest or the related disclosures. Cash and cash equivalent margin amounts cannot be used to satisfy the Company's operating or other liabilities, as further discussed in Note 12. The following table summarizes the

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, 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, 2021, or the 2021 Form 10-K.

3. Divestiture

Bakkt Transaction

As discussed in Note 3 to the consolidated financial statements included in Part II, Item 8 of our 2021 Form 10-K, on October 15, 2021, Bakkt Holdings, LLC, or Bakkt, completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC. The newly combined company was renamed Bakkt Holdings, Inc. and is listed on the New York Stock Exchange, or NYSE.

Following the transaction, we held an approximate 68% economic interest in the combined company. As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with the transaction, we hold a minority voting interest in the combined company. Prior to the closing, Bakkt revenues and operating expenses were reported within our consolidated revenues and operating expenses. Following the closing, as a consequence of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt and treat it as an equity method investment within our financial statements.

4. Investments

Equity Investments

Our equity investments, including our investment in Euroclear plc, or Euroclear, 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 14 for a discussion of our determination of fair value of our financial instruments.

Investment in Euroclear

We own a 9.8% stake in Euroclear as of March 31, 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 current assets within our accompanying consolidated balance 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 of March 31, 2022 the carrying value of our Bakkt investment is $1.5 billion.

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 7 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

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 the consolidated financial statements included in Part II, Item 8 of our 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 15:

			Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Total Consolidated
Three Months Ended March 31, 2022:
Total revenues			$	1,643					$	509					$	307					$	2,459
Transaction-based expenses			560						—						—						560
Total revenues, less transaction-based expenses			$	1,083					$	509					$	307					$	1,899
Timing of Revenue Recognition
Services transferred at a point in time			$	634					$	76					$	142					$	852
Services transferred over time			449						433						165						1,047
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 $214 million and $207 million of data services revenues for the three months ended March 31, 2022 and 2021, respectively. Fixed Income and Data Services segment revenues above include $422 million and $399 million of data services revenues for the three months ended March 31, 2022 and 2021, respectively. Our data services revenues are transferred over 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 $129 million and $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 $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 $11 million and $9 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, 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, and to a lesser extent, professional services revenues.

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, 2022 (in millions):

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

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

Other intangible assets balance at December 31, 2021			$	13,736
Foreign currency translation			(10)
Amortization of other intangible assets			(153)
Other activity, net			3
Other intangible assets balance at March 31, 2022			$	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 changes in other activity, net, in the table above primarily relate to adjustments to the fair value of the net tangible and intangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill. We have performed an analysis of impairment indicators and did not recognize any impairment losses on goodwill or other intangible assets during the three months ended March 31, 2022.

7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $695 million as of March 31, 2022, including $589 million in current deferred revenue and $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
Deferred revenue balance at December 31, 2020			$	—					$	13					$	92					$	95					$	59					$	259
Additions			377						9						24						175						19						604
Amortization			(96)						(6)						(12)						(105)						(10)						(229)
Deferred revenue balance at March 31, 2021			$	281					$	16					$	104					$	165					$	68					$	634

Included in the amortization recognized during the three months ended March 31, 2022 is $73 million related to the deferred revenue balance as of December 31, 2021. Included in the amortization recognized for the three months ended March 31, 2021 is $62 million related to the deferred revenue balance as of December 31, 2020. As of March 31, 2022, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 5.

8. Debt

Our total debt, including short-term and long-term debt, consisted of the following (in millions):

			As of March 31, 2022						As of December 31, 2021
Debt:
Short-term debt:
Commercial Paper			$	1,268					$	1,012
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)			500						499
Other short-term debt			9						10
Total short-term debt			1,777						1,521
Long-term debt:
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)			399						399
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)			1,246						1,246
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)			594						594
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)			1,483						1,483
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)			1,231						1,230
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)			1,470						1,470
Total long-term debt			12,401						12,397
Total debt			$	14,178					$	13,918

Our senior notes of $12.9 billion have a weighted average maturity of 15 years and a weighted average cost of 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 October 15, 2026 and future capacity to increase our borrowings under the Credit Facility by an additional $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. No amounts were outstanding under the Credit Facility as of March 31, 2022.

As of March 31, 2022, of the $3.8 billion that is currently available for borrowing under the Credit Facility, $1.3 billion is required to backstop the amount outstanding under our U.S. dollar commercial paper program, or the Commercial Paper Program, and $171 million is required to support certain broker-dealer and other subsidiary commitments. The amount required to backstop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.3 billion is available for working capital and general corporate purposes including, but not limited to, acting as a 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, 2022, they had borrowed $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, 2022, we had net issuances of $256 million under the Commercial Paper Program.

Commercial paper notes of $1.3 billion with original maturities ranging from one to 43 days were outstanding 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.

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 $38 million and $36 million for the three months ended March 31, 2022 and 2021, respectively.

Stock Option Plans

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

			Three Months Ended March 31,
Assumptions:			2022						2021
Risk-free interest rate			1.72%						0.64%
Expected life in years			6.0						5.7
Expected volatility			23%						24%
Expected dividend yield			1.17%						1.16%
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 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, 2022, and will also be subject to a market condition reduction based on how our 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 $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 $42 million if the target financial performance is met, which would result in 0.3 million shares vesting. For these awards with performance conditions, we recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable 2022 actual financial performance as compared to the 2022 financial performance targets. As of March 31, 2022, our best estimate is that the financial performance level will be at target for 2022. Based on this assessment, we recorded non-cash compensation expense of $4 million for the three months ended March 31, 2022, related to these awards and the remaining $38 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including $19 million which will be recorded over the remainder of 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.

10. Equity

Stock Repurchase Program

In December 2021, our Board approved an aggregate of $3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, 2022. The $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.

During the three months ended March 31, 2022, we repurchased a total of 3.7 million shares of our outstanding common stock 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 and 0.4 million shares at a cost of $50 million on the open market during an open trading period. We had no stock repurchases during the three months ended March 31, 2021. As of March 31, 2022, the remaining balance of Board approved funds for future repurchases 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, 2022 and 2021, we declared and paid cash dividends per share of $0.38 and $0.33, respectively, for an aggregate payout of $214 million and $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/(Loss)

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

						Changes in Accumulated Other Comprehensive Income/(Loss) by Component
						Foreign currency translation adjustments						Comprehensive income from equity method investment						Employee benefit plans adjustments						Total
Balance, as of December 31, 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)

11. Income Taxes

Our effective tax rate was 20% and 22% for the three months ended March 31, 2022 and 2021, respectively. The effective tax rate for the three months ended March 31, 2022 was lower than the effective tax rate for the comparable period in 2021 primarily due to state apportionment changes as well as updates involving our equity method investments.

12. Clearing Operations

We operate six clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for 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 and 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, 2022 and December 31, 2021, the ICE Clearing Houses had received or had been pledged $267.4 billion and $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, 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, 2022, $15 million was solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S. may clear in the future.

We also maintain default insurance as an additional layer of 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, 2022, ICE NGX maintained a guaranty fund of $215 million utilizing a 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 Invested Deposits

We have recorded cash and 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, 2022, our cash and invested margin and guaranty fund deposits 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			$	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, 2021, our cash and invested margin and guaranty fund deposits were as follows (in millions):

			ICE Clear Europe (2)						ICE Clear Credit						ICE Clear U.S.						ICE NGX						Other ICE Clearing Houses						Total
Original margin			$	94,010					$	39,372					$	6,963					$	—					$	27					$	140,372
Unsettled variation margin, net			—						—						—						226						—						226
Guaranty fund			4,175						3,952						597						—						4						8,728
Delivery contracts receivable/payable, net			—						—						—						1,103						—						1,103
Total			$	98,185					$	43,324					$	7,560					$	1,329					$	31					$	150,429

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

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

Our cash and 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, 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, 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 deposits are as follows (in millions):

Cash and Cash Equivalent Margin Deposits and Guaranty Funds
Clearing House						Investment Type									As of March 31, 2022									As of December 31, 2021
ICE Clear Europe						National bank account (1)									$	54,889								$	59,948
ICE Clear Europe						Reverse repo									39,575									25,518
ICE Clear Europe						Sovereign debt									11,213									9,324
ICE Clear Europe						Demand deposits									175									231
ICE Clear Credit						National bank account									41,628									37,282
ICE Clear Credit						Reverse repo									3,873									3,639
ICE Clear Credit						Demand deposits									2,688									2,403
ICE Clear U.S.						Reverse repo									5,662									6,485
ICE Clear U.S.						Sovereign Debt									1,375									1,075
Other ICE Clearing Houses						Demand deposits									69									31
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, 2022, ICE Clear Europe held €45.7 billion ($50.5 billion based on the euro/U.S. dollar exchange rate of 1.1067 as of March 31, 2022) at the European Central Bank, or ECB, £3.3 billion ($4.4 billion based on the pound sterling/U.S. dollar exchange rate of 1.3141 as of March 31, 2022) at the Bank of England, or BOE, and €10 million ($11 million based on the above exchange rate) at the BOE. As of December 31, 2021, ICE Clear Europe held €47.2 billion ($53.7 billion based on the euro/U.S. dollar exchange rate of 1.1372 as of December 31, 2021) at ECB, £1.7 billion ($2.3 billion based on the pound sterling/U.S. dollar exchange rate of 1.3524 as of December 31, 2021), as well as $4.0 billion at the BOE, and €10 million ($11 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, 2022
			ICE Clear Europe						ICE Clear Credit						ICE Clear U.S.						ICE NGX									Total
Original margin:
Government securities at face value			$	71,296					$	7,903					$	17,349					$	—								$	96,548
Letters of credit			—						—						—						3,387									3,387
ICE NGX cash deposits			—						—						—						1,074									1,074
Total			$	71,296					$	7,903					$	17,349					$	4,461								$	101,009
Guaranty fund:
Government securities at face value			$	934					$	252					$	263					$	—								$	1,449

						As of December 31, 2021
						ICE Clear Europe						ICE Clear Credit						ICE Clear U.S.						ICE NGX									Total
Original margin:
Government securities at face value						$	58,156					$	8,425					$	17,211					$	—								$	83,792
Letters of credit						—						—						—						3,566									3,566
ICE NGX cash deposits						—						—						—						987									987
Total						$	58,156					$	8,425					$	17,211					$	4,553								$	88,345
Guaranty fund:
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 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 amount of $100 million with an additional $150 million uncommitted with a third-party Canadian chartered bank which provides liquidity in the event of a settlement shortfall, subject to certain conditions.

During the three months ended March 31, 2022, NGX increased its default insurance by $100 million, and as of March 31, 2022, ICE NGX maintains a guaranty fund of $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, 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 $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 $239.2 billion as of March 31, 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.

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 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. 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 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 of April 28, 2022, our subsidiary ICE Data Pricing & Reference Data, LLC, or PRD, resolved the last known remaining claim of a Live Well Financial, Inc., or Live Well, financial institution creditor relating to PRD’s legacy business practices with respect to broker quotes received from Live Well. With the resolution of this putative claim, there are no known unresolved assertions of liability against PRD relating to broker quotes PRD received from Live 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 2021 Form 10-K.

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, 2022 and December 31, 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 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, 2022 or December 31, 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, 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, 2022, we evaluated these investments and concluded that no fair value adjustments were required under this election related to these investments.

See Note 12 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, 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, 2022.

			As of March 31, 2022
			(in millions)
Debt:			Carrying Amount						Fair value
Commercial Paper			$	1,268					$	1,270
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)			500						502
Other short-term debt			9						9
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)			399						405
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)			1,246						1,281
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)			594						614
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)			1,483						1,301
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)			1,231						1,357
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)			1,470						1,277
Total debt			$	14,178					$	13,636

15. Segment Reporting

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

• 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; and

• 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.

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 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 three segments do not engage in intersegment transactions.

Financial data for our business segments is as follows for the three months ended March 31, 2022 and 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
			Exchanges						Fixed Income and Data Services						Mortgage Technology						Consolidated
Revenues:
Energy futures and options			$	310					$	—					$	—					$	310
Agricultural and metals futures and options			59						—						—						59
Financial futures and options			105						—						—						105
Cash equities and equity options			734						—						—						734
OTC and other			77						—						—						77
Data and connectivity services			207						—						—						207
Listings			114						—						—						114
Fixed income execution			—						14						—						14
CDS clearing			—						55						—						55
Fixed income data and analytics			—						264						—						264
Other data and network services			—						135						—						135
Origination technology			—						—						254						254
Closing solutions			—						—						70						70
Data and analytics			—						—						18						18
Other			—						—						13						13
Revenues			1,606						468						355						2,429
Transaction-based expenses			632						—						—						632
Revenues, less transaction-based expenses			974						468						355						1,797
Operating expenses			321						335						249						905
Operating income			$	653					$	133					$	106					$	892

Revenue from one 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 one 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. 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, 2022 or 2021.

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, 2022 and 2021 (in millions, except per share amounts):

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

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 190,000 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 excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan because they were also antidilutive. Certain figures in the table above may not recalculate due to rounding.

17. Subsequent Events

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 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 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 clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

The transaction is expected to close in the first half of 2023, following the receipt of 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.