Item 1. Consolidated Financial Statements

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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
	September 30, 2022
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	1,183	$	607
Short-term restricted cash and cash equivalents	6,032		1,035
Cash and cash equivalent margin deposits and guaranty funds	156,789		145,936
Invested deposits, delivery contracts receivable and unsettled variation margin	7,902		4,493
Customer accounts receivable, net of allowance for doubtful accounts of $25 and $24 at September 30, 2022 and December 31, 2021, respectively	1,248		1,208
Prepaid expenses and other current assets	558		1,021
Total current assets	173,712		154,300
Property and equipment, net	1,720		1,699
Other non-current assets:
Goodwill	21,075		21,123
Other intangible assets, net	13,210		13,736
Long-term restricted cash and cash equivalents	405		398
Other non-current assets	1,170		2,246
Total other non-current assets	35,860		37,503
Total assets	$	211,292	$	193,502

Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	788	$	703
Section 31 fees payable	58		57
Accrued salaries and benefits	274		354
Deferred revenue	315		194
Short-term debt	7		1,521
Margin deposits and guaranty funds	156,789		145,936
Invested deposits, delivery contracts payable and unsettled variation margin	7,902		4,493
Other current liabilities	188		153
Total current liabilities	166,321		153,411
Non-current liabilities:
Non-current deferred tax liability, net	3,565		4,100
Long-term debt	18,113		12,397
Accrued employee benefits	189		200
Non-current operating lease liability	267		252
Other non-current liabilities	417		394
Total non-current liabilities	22,551		17,343
Total liabilities	188,872		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; 634 and 631 issued at September 30, 2022 and December 31, 2021, respectively, and 559 and 561 shares outstanding at September 30, 2022 and December 31, 2021, respectively	6		6
Treasury stock, at cost; 75 and 70 shares at September 30, 2022 and December 31, 2021, respectively	(6,224)		(5,520)
Additional paid-in capital	14,269		14,069
Retained earnings	14,731		14,350
Accumulated other comprehensive loss	(403)		(196)
Total Intercontinental Exchange, Inc. stockholders’ equity	22,379		22,709
Non-controlling interest in consolidated subsidiaries	41		39
Total equity	22,420		22,748
Total liabilities and equity	$	211,292	$	193,502

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)


	Nine Months Ended September 30,				Three Months Ended September 30,
	2022		2021		2022		2021
Revenues:
Exchanges	$	4,824	$	4,376	$	1,577	$	1,434
Fixed income and data services	1,555		1,403		534		477
Mortgage technology	880		1,061		276		366
Total revenues	7,259		6,840		2,387		2,277
Transaction-based expenses:
Section 31 fees	332		204		158		38
Cash liquidity payments, routing and clearing	1,403		1,330		418		437
Total revenues, less transaction-based expenses	5,524		5,306		1,811		1,802
Operating expenses:
Compensation and benefits	1,058		1,093		344		374
Professional services	101		124		32		43
Acquisition-related transaction and integration costs	81		42		19		14
Technology and communication	513		495		169		168
Rent and occupancy	63		61		22		20
Selling, general and administrative	166		163		54		52
Depreciation and amortization	768		759		258		253
Total operating expenses	2,750		2,737		898		924
Operating income	2,774		2,569		913		878
Other income/(expense):
Interest income	42		—		33		—
Interest expense	(440)		(321)		(176)		(108)
Other income/(expense), net	(1,132)		1,341		(1,097)		54
Other income/(expense), net	(1,530)		1,020		(1,240)		(54)
Income/(loss) before income tax expense/(benefit)	1,244		3,589		(327)		824
Income tax expense/(benefit)	186		1,049		(152)		187
Net income/(loss)	$	1,058	$	2,540	$	(175)	$	637
Net income attributable to non-controlling interest	(37)		(9)		(16)		(4)
Net income/(loss) attributable to Intercontinental Exchange, Inc.	$	1,021	$	2,531	$	(191)	$	633
Earnings/(loss) per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	1.83	$	4.50	$	(0.34)	$	1.12
Diluted	$	1.82	$	4.48	$	(0.34)	$	1.12
Weighted average common shares outstanding:
Basic	559		563		558		563
Diluted	561		565		560		566

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Nine Months Ended September 30,				Three Months Ended September 30,
	2022		2021		2022		2021
Net income/(loss)	$	1,058	$	2,540	$	(175)	$	637
Other comprehensive income/(loss):
Foreign currency translation adjustments, net of tax benefit of $1 for the nine months ended September 30, 2022 and $1 for both the nine and three months ended September 30, 2021	(207)		(15)		(98)		(32)
Change in equity method investment, net of tax expense of $1 for the nine months ended September 30, 2021	—		1		—		—


Other comprehensive loss	(207)		(14)		(98)		(32)
Comprehensive income/(loss)	$	851	$	2,526	$	(273)	$	605
Comprehensive income attributable to non-controlling interest	(37)		(9)		(16)		(4)
Comprehensive income/(loss) attributable to Intercontinental Exchange, Inc.	$	814	$	2,517	$	(289)	$	601

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	—	—		—	—		—		—		(207)		—		(207)

Exercise of common stock options	—	—		—	—		22		—		—		—		22

Repurchases of common stock	—	—		(4)	(632)		—		—		—		—		(632)
Payments relating to treasury shares	—	—		(1)	(72)		—		—		—		—		(72)
Stock-based compensation	—	—		—	—		129		—		—		—		129
Issuance under the employee stock purchase plan	1	—		—	—		49		—		—		—		49

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

Distributions of profits	—	—		—	—		—		—		—		(35)		(35)
Dividends paid to stockholders	—	—		—	—		—		(640)		—		—		(640)


Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(37)		—		37		—
Net income	—	—		—	—		—		1,058		—		—		1,058
Balance, as of September 30, 2022	634	$	6	(75)	$	(6,224)	$	14,269	$	14,731	$	(403)	$	41	$	22,420


	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 June 30, 2022	633	$	6	(75)	$	(6,223)	$	14,201	$	15,135	$	(305)	$	47	$	22,861
Other comprehensive loss	—	—		—	—		—		—		(98)		—		(98)

Exercise of common stock options	—	—		—	—		2		—		—		—		2


Payments relating to treasury shares	—	—		—	(1)		—		—		—		—		(1)
Stock-based compensation	—	—		—	—		41		—		—		—		41
Issuance under the employee stock purchase plan	1	—		—	—		25		—		—		—		25



Distributions of profits	—	—		—	—		—		—		—		(22)		(22)
Dividends paid to stockholders	—	—		—	—		—		(213)		—		—		(213)


Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(16)		—		16		—
Net loss	—	—		—	—		—		(175)		—		—		(175)
Balance, as of September 30, 2022	634	$	6	(75)	$	(6,224)	$	14,269	$	14,731	$	(403)	$	41	$	22,420

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest — (Continued)

(In millions)

(Unaudited)


	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	—	—		—	—		—		—		(14)		—		(14)		—
Exercise of common stock options	—	—		—	—		10		—		—		—		10		—

Payments relating to treasury shares	—	—		(1)	(69)		—		—		—		—		(69)		—
Stock-based compensation	—	—		—	—		122		—		—		—		122		3
Issuance under the employee stock purchase plan	—	—		—	—		42		—		—		—		42		—
Issuance of restricted stock	2	—		—	—		—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(21)		(21)		—
Dividends paid to stockholders	—	—		—	—		—		(561)		—		—		(561)		—

Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(9)		—		18		9		(9)
Net income	—	—		—	—		—		2,540		—		—		2,540		—
Balance, as of September 30, 2021	631	$	6	(69)	$	(5,269)	$	14,019	$	13,009	$	(206)	$	33	$	21,592	$	87


	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 June 30, 2021	631	$	6	(68)	$	(5,267)	$	13,952	$	12,563	$	(174)	$	36	$	21,116	$	89

Other comprehensive income	—	—		—	—		—		—		(32)		—		(32)		—
Exercise of common stock options	—	—		—	—		2		—		—		—		2		—

Payments relating to treasury shares	—	—		(1)	(2)		—		—		—		—		(2)		—
Stock-based compensation	—	—		—	—		41		—		—		—		41		1
Issuance under the employee stock purchase plan	—	—		—	—		24		—		—		—		24		—



Distributions of profits	—	—		—	—		—		—		—		(10)		(10)		—
Dividends paid to stockholders	—	—		—	—		—		(187)		—		—		(187)		—



Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(4)		—		7		3		(3)
Net income	—	—		—	—		—		637		—		—		637		—
Balance, as of September 30, 2021	631	$	6	(69)	$	(5,269)	$	14,019	$	13,009	$	(206)	$	33	$	21,592	$	87

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2022		2021
Operating activities:
Net income	$	1,058	$	2,540
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	768		759
Stock-based compensation	116		112
Deferred taxes	(515)		134
Gain on sale of Euroclear investment	(41)		—
Gain on sale of Coinbase investment	—		(1,227)
Gain on equity investments	—		(34)
Net losses/(income) from unconsolidated investees	1,112		(42)
Impairment of Bakkt investment	40		—
Other	31		36
Changes in assets and liabilities:
Customer accounts receivable	(72)		(109)
Other current and non-current assets	(170)		(63)
Section 31 fees payable	1		(193)
Deferred revenue	130		163
Other current and non-current liabilities	4		54
Total adjustments	1,404		(410)
Net cash provided by operating activities	2,462		2,130

Investing activities:
Capital expenditures	(125)		(117)
Capitalized software development costs	(200)		(211)
Purchases of invested margin deposits	(6,935)		(2,828)
Proceeds from sales of invested margin deposits	4,285		3,281
Cash paid for acquisitions, net of cash acquired	(57)		(10)

Purchases of equity and equity method investments	(69)		(23)
Proceeds from sale of Euroclear investment	741		—
Proceeds from sale of Coinbase investment	—		1,237
Other	(1)		(4)


Net cash provided by/(used in) investing activities	(2,361)		1,325

Financing activities:


Proceeds from debt facilities, net	7,891		—
Repayments of debt facilities	(2,702)		(1,248)
Redemption of commercial paper, net	(1,012)		(1,081)
Repurchases of common stock	(632)		—
Dividends to stockholders	(640)		(561)
Change in cash and cash equivalent margin deposits and guaranty funds	13,503		24,094
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(72)		(69)



Other	37		31
Net cash provided by financing activities	16,373		21,166
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	(41)		(4)
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	16,433		24,617
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	$	164,409	$	108,236

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

(Unaudited)


	As of September 30, 2022		As of September 30, 2021
Supplemental cash flow disclosure:
Cash paid for income taxes	$	710	$	809
Cash paid for interest	$	368	$	329

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:
Cash and cash equivalents	$	1,183	$	618
Short-term restricted cash and cash equivalents	6,032		1,045
Long-term restricted cash and cash equivalents	405		398
Cash and cash equivalent margin deposits and guaranty funds	156,789		106,175
Total	$	164,409	$	108,236

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 residential mortgages in the United States, or U.S., 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 and provide technology and 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 nine and three months ended September 30, 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 September 30, 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 nine months ended September 30, 2021 (in millions):


	Nine Months Ended September 30, 2021
	As Previously Presented		Adjustment		As Adjusted
Purchases of invested margin deposits (within investing activities)	$	—	$	(2,828)	$	(2,828)
Proceeds from sales of invested margin deposits (within investing activities)	—		3,281		3,281
Net cash provided by investing activities	872		453		1,325
Change in cash and cash equivalent margin deposits and guaranty funds (within financing activities)	—		24,094		24,094
Net cash provided by/(used in) financing activities	(2,928)		24,094		21,166
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	70		24,547		24,617
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	$	2,061	$	106,175	$	108,236

Recently Adopted Accounting Pronouncements

During the nine months ended September 30, 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. Acquisitions and Divestitures

Pending Acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we had 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. Pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2022, among ICE, Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the “merger agreement,” Sub will merge with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE. As of May 4, 2022, the transaction was valued at approximately $13.1 billion, or $85 per share of Black Knight common stock, with cash comprising 80% of the value of the aggregate transaction consideration and shares of our common stock comprising 20% of the value of the aggregate transaction consideration at that time. The aggregate cash component of the transaction consideration is fixed at $10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger. 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 provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets. We believe 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.

On August 19, 2022, our preliminary proxy statement/prospectus on Form S-4 was declared effective by the SEC, and on September 21, 2022, Black Knight stockholders approved the transaction. 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.

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 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 previously owned a 9.8% stake in Euroclear, plc, or Euroclear, that we originally purchased for $631 million. We participated on the Euroclear Board of Directors, and classified our investment in Euroclear as an equity investment.

On May 20, 2022, we completed the sale of our 9.8% stake in Euroclear. The carrying value of our investment was $700 million at the time of the sale and was classified within other current assets on our balance sheet. We recorded a net gain on the sale of $41 million, which is included in other income during the nine months ended September 30, 2022.

We did not receive a dividend from Euroclear during the nine months ended September 30, 2022. We recognized dividend income of $60 million and $30 million during the nine and three months ended September 30, 2021 from Euroclear, which is included in other income.

Investment in Coinbase

On December 1, 2014, we acquired preferred stock of Coinbase Global, Inc., or 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 recorded a gain of $1.23 billion, or $892 million net of tax, as other income in our consolidated statement of income during the nine months ended September 30, 2021.

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 ($1.1 billion) and $42 million as our share of estimated (losses)/profits, net, from our equity method investments during the nine months ended September 30, 2022 and 2021, respectively, and ($1.1 billion) and $8 million as our share of (losses)/profits, net, from our equity method investments during the three months ended September 30, 2022 and 2021, respectively. The estimated losses during the nine and three months ended September 30, 2022 are primarily related to our investment in Bakkt, and the estimated profits during the nine and three months ended September 30, 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.

When performing our assessment of the carrying value of our investments, we consider, among other things, the length of time and the extent to which the market value has been less than our cost basis, if applicable, the investee's financial condition and near-term prospects, the economic or technological environment in which our investees operate, weakening of the general market condition of the related industry, whether an investee can continue as a going concern, any impairment charges recorded by an investee on goodwill, intangible or long-lived assets, and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

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). During the three months ended September 30, 2022, Bakkt reported an impairment of goodwill and intangible assets of approximately $1.5 billion, of which $1.0 billion is included in our share of estimated losses. As of September 30, 2022, after recording our share of Bakkt's equity method losses, which included Bakkt's impairment charge, the carrying value was determined to be $439 million. We also recorded an impairment of $40 million in our investment in Bakkt to its fair value as of September 30, 2022 as other expense. This was based on what we consider to be an other than temporary decline in fair value as a result of the factors noted above, including consideration for the impairment charge recorded by Bakkt.

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, which are primarily our sales commissions.

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
Nine Months Ended September 30, 2022:
Total revenues	$	4,824	$	1,555	$	880	$	7,259
Transaction-based expenses	1,735		—		—		1,735
Total revenues, less transaction-based expenses	$	3,089	$	1,555	$	880	$	5,524

Timing of Revenue Recognition
Services transferred at a point in time	$	1,760	$	263	$	374	$	2,397
Services transferred over time	1,329		1,292		506		3,127
Total revenues, less transaction-based expenses	$	3,089	$	1,555	$	880	$	5,524


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Nine Months Ended September 30, 2021:
Total revenues	$	4,376	$	1,403	$	1,061	$	6,840
Transaction-based expenses	1,534		—		—		1,534
Total revenues, less transaction-based expenses	$	2,842	$	1,403	$	1,061	$	5,306

Timing of Revenue Recognition
Services transferred at a point in time	$	1,590	$	162	$	631	$	2,383
Services transferred over time	1,252		1,241		430		2,923
Total revenues, less transaction-based expenses	$	2,842	$	1,403	$	1,061	$	5,306


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended September 30, 2022:
Total revenues	$	1,577	$	534	$	276	$	2,387
Transaction-based expenses	576		—		—		576
Total revenues, less transaction-based expenses	$	1,001	$	534	$	276	$	1,811

Timing of Revenue Recognition
Services transferred at a point in time	$	563	$	104	$	104	$	771
Services transferred over time	438		430		172		1,040
Total revenues, less transaction-based expenses	$	1,001	$	534	$	276	$	1,811


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended September 30, 2021:
Total revenues	$	1,434	$	477	$	366	$	2,277
Transaction-based expenses	475		—		—		475
Total revenues, less transaction-based expenses	$	959	$	477	$	366	$	1,802

Timing of Revenue Recognition
Services transferred at a point in time	$	534	$	55	$	214	$	803
Services transferred over time	425		422		152		999
Total revenues, less transaction-based expenses	$	959	$	477	$	366	$	1,802

The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues. 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 transferred over time in the table above also include services related to listings, services related to risk management of open interest performance obligations and services related to regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues transferred over time in the table above also include services 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 and revenues from certain of our data and analytics offerings.

The components of services transferred over time for each of our segments are as follows:


	Nine Months Ended September 30,				Three Months Ended September 30,
	2022		2021		2022		2021
Exchanges Segment:
Data services revenues	$	651	$	623	$	219	$	208
Services transferred over time related to risk management of open interest performance obligations	$	201	$	190	$	62	$	65
Services transferred over time related to listings	$	388	$	356	$	128	$	123
Services transferred over time related to regulatory fees, trading permits, and software licenses	$	89	$	83	$	29	$	29
Total	$	1,329	$	1,252	$	438	$	425

Fixed Income Data Services Segment:
Data services revenues	$	1,263	$	1,220	$	420	$	414
Services transferred over time related to risk management of open interest performance obligations in our CDS business	$	29	$	21	$	10	$	8
Total	$	1,292	$	1,241	$	430	$	422

Mortgage Technology Segment:
Subscription revenues	$	479	$	404	$	163	$	143
Professional service revenues and other	$	27	$	26	$	9	$	9
Total	$	506	$	430	$	172	$	152

Total consolidated revenues transferred over time	$	3,127	$	2,923	$	1,040	$	999

6. Goodwill and Other Intangible Assets

The following is a summary of the activity in the goodwill balance for the nine months ended September 30, 2022 (in millions):


Goodwill balance at December 31, 2021	$	21,123
Acquisitions	46
Foreign currency translation	(90)
Other activity, net	(4)
Goodwill balance at September 30, 2022	$	21,075

The following is a summary of the activity in the other intangible assets balance for the nine months ended September 30, 2022 (in millions):


Other intangible assets balance at December 31, 2021	$	13,736
Acquisitions	14

Foreign currency translation	(84)

Amortization of other intangible assets	(459)
Other activity, net	3
Other intangible assets balance at September 30, 2022	$	13,210

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.

During the three months ended September 30, 2022, we considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included declines in stock price, recent inflation spikes and rising interest rates, among others. As such, we performed a qualitative assessment to determine whether it was more-

likely-than-not that goodwill and indefinite lived intangibles within each of our reportable business segments were impaired. Additionally, we evaluated whether the carrying value of the finite lived intangible assets within our reportable business segments may not be recoverable. After evaluating events, circumstances and factors which could affect the significant inputs used in our evaluation of cash flows and related fair value, we determined it was not more-likely-than-not that an impairment existed in our goodwill and indefinite lived intangible assets or that the carrying amount of our finite lived intangible assets was not recoverable. We plan to perform our annual impairment testing in the fourth quarter.

7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $410 million as of September 30, 2022, including $315 million in current deferred revenue and $95 million in other non-current liabilities. The changes in our deferred revenue during the nine months ended September 30, 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	434		32		39		330		62		897
Amortization	(327)		(28)		(33)		(301)		(82)		(771)
Deferred revenue balance at September 30, 2022	$	107	$	23	$	99	$	122	$	59	$	410

The changes in our deferred revenue during the nine months ended September 30, 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	397		26		42		352		60		877
Amortization	(301)		(24)		(31)		(319)		(39)		(714)
Deferred revenue balance at September 30, 2021	$	96	$	15	$	103	$	128	$	80	$	422

Included in the amortization recognized during the nine months ended September 30, 2022 is $144 million related to the deferred revenue balance as of December 31, 2021. Included in the amortization recognized for the nine months ended September 30, 2021 is $128 million related to the deferred revenue balance as of December 31, 2020. As of September 30, 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 September 30, 2022		As of December 31, 2021
Debt:
Short-term debt:
Commercial Paper	$	—	$	1,012

2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	—		499
Other short-term debt	7		10
Total short-term debt	7		1,521
Long-term debt:

2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	—		997
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	—		399
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	—		797
2025 Senior Notes (3.65% senior unsecured notes due May 23, 2025)	1,243		—
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,247		1,246
2027 Senior Notes (4.00% senior unsecured notes due September 15, 2027)	1,485		—
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
2029 Senior Notes (4.35% senior unsecured notes due June 15, 2029)	1,239		—
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)	1,484		1,483
2033 Senior Notes (4.60% senior unsecured notes due March 15, 2033)	1,488		—
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,231		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)	1,221		1,220
2052 Senior Notes (4.95% senior unsecured notes due June 15, 2052)	1,464		—
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,471		1,470
2062 Senior Notes (5.20% senior unsecured notes due June 15, 2062)	983		—
Total long-term debt	18,113		12,397
Total debt	$	18,120	$	13,918

Our senior notes of $18.1 billion have a weighted average maturity of 17 years and a weighted average cost of 3.6% per annum.

Credit Facilities

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with 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. On May 25, 2022, we agreed with the lenders to extend the maturity date of the Credit Facility from October 15, 2026, to May 25, 2027, among other items. We also exercised our option to increase the amount of the Credit Facility from $3.8 billion to $3.9 billion. We incurred new debt issuance costs of $4 million relating to the Credit Facility and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility. No amounts were outstanding under the Credit Facility as of September 30, 2022.

As of September 30, 2022, of the $3.9 billion that was available for borrowing under the Credit Facility, $170 million was required to support certain broker-dealer and other subsidiary commitments. As there was no commercial paper outstanding as of September 30, 2022, there was no required amount to backstop our U.S. dollar commercial paper program, or the Commercial Paper Program. 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 $3.7 billion was 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.

On May 4, 2022, we entered into a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $14.0 billion, or the Bridge Facility. The commitments that the Company obtained for the Bridge Facility have been permanently reduced from $14.0 billion and there were no amounts outstanding as of September 30, 2022 as a result of (i) the amendment and extension of the Credit Facility, (ii) the issuance by the Company of certain senior unsecured notes on May 23, 2022, (iii) Euroclear divestment proceeds, (iv) the generation of cash internally by the Company, and (v) the effectiveness of our term loan facility.

On May 25, 2022, we entered into a $2.4 billion two-year senior unsecured delayed draw term loan facility, or Term Loan. Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranges from 0.625% to 1.125% for Term SOFR loans and from 0.000% to 0.125% for base rate loans, in each case, based on a ratings-based pricing grid. The proceeds from borrowings under the Term Loan will be used to fund a portion of the purchase price for the Black Knight acquisition. We incurred new debt issuance costs of $4 million relating to the Term Loan and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Term Loan. We have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time. No amounts were outstanding under the Term Loan as of September 30, 2022.

Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of September 30, 2022, they had borrowed $7 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 nine months ended September 30, 2022, we had net paydowns of $1.0 billion under the Commercial Paper Program and did not have any notes outstanding under our Commercial Paper Program as of September 30, 2022.

New Senior Notes

On May 23, 2022, we issued $8.0 billion in aggregate principal amount of new senior notes, comprised of the following:

$1.25 billion in aggregate principal amount of 3.65% senior notes due in 2025, or the 2025 Notes;
$1.5 billion in aggregate principal amount of 4.00% senior notes due in 2027, or the 2027 Notes;
$1.25 billion in aggregate principal amount of 4.35% senior notes due in 2029, or the 2029 Notes;
$1.5 billion in aggregate principal amount of 4.60% senior notes due in 2033, or the 2033 Notes;
$1.5 billion in aggregate principal amount of 4.95% senior notes due in 2052, or the 2052 Notes; and
$1.0 billion in aggregate principal amount of 5.20% senior notes due in 2062, or the 2062 Notes, collectively, the Notes.

We intend to use the net proceeds of $4.9 billion from the offering of the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes, or collectively, the SMR Notes, together with the issuance of commercial paper and/or borrowings under the Credit Facility, cash on hand or other immediately available funds and borrowings under the Term Loan, to finance the cash portion of the purchase price for Black Knight. The SMR Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding SMR Notes at a redemption price equal to 101% of the aggregate principal amount of the SMR Notes, plus accrued and unpaid interest, in the event that the Black Knight acquisition is not consummated on or prior to May 4, 2023, subject to two automatic extensions of three months each, to August 4, 2023 and to November 4, 2023, respectively, if U.S. antitrust clearance or a related law, injunction, order or other judgment, in each case whether temporary, preliminary or permanent, that restrains, enjoins or otherwise prohibits the consummation of the Black Knight merger remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date, or if the Black Knight merger agreement is terminated at any time prior to such date. The $4.9 billion net proceeds from the SMR Notes are separately invested and recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as of September 30, 2022.

We used the $3.0 billion of net proceeds from the offering of the 2033 Notes and the 2052 Notes to redeem $2.7 billion aggregate principal amount of four series of senior notes that would have matured in 2022 and 2023. The balance of the net proceeds was used for general corporate purposes, which included paying down a portion of the amounts outstanding under our Commercial Paper Program. We recorded $30 million in costs associated with the extinguishment and re-financing of our existing debt in connection with our May 2022 debt refinancing. These costs are included in interest

expense in our consolidated statements of income for the nine months ended September 30, 2022.

We incurred debt issuance costs of $67 million relating to the issuance of the Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the Notes. The Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

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 $116 million and $112 million for the nine months ended September 30, 2022 and 2021, respectively, and $40 million and $39 million for the three months ended September 30, 2022 and 2021, respectively.

Stock Option Plans

We use the Black-Scholes option pricing model to value our stock option awards. During the nine months ended September 30, 2022 and 2021, we used the assumptions in the table below to compute the value:


	Nine Months Ended September 30,
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 September 30, 2022, our best estimate is that the financial performance level will be below target for 2022. Based on this assessment, we recorded non-cash compensation expense of $14 million and $5 million for the nine and three months ended September 30, 2022, respectively, related to these awards and the remaining $26 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including $8 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. 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. 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 nine months ended September 30, 2022, we repurchased a total of 5.0 million shares of our outstanding common stock at a cost of $632 million, consisting of 4.6 million shares at a cost of $582 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 did not have any stock repurchases during the three months ended September 30, 2022 or during the nine months ended September 30, 2021. As of September 30, 2022, the remaining balance of Board approved funds for future repurchases was $2.5 billion. In connection with our pending acquisition of Black Knight, on May 4, 2022 we terminated our Rule 10b5-1 trading plan and suspended share repurchases.

Dividends

During the nine months ended September 30, 2022 and 2021, we declared and paid cash dividends per share of $1.14 and $0.99, respectively, for an aggregate payout of $640 million and $561 million, respectively. During the three months ended September 30, 2022 and 2021, we declared and paid cash dividends per share of $0.38 and $0.33, respectively, for an aggregate payout of $213 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)	(208)		—		—		(208)
Income tax benefit/(expense)	1		—		—		1
Net current period other comprehensive income/(loss)	(207)		—		—		(207)
Balance, as of September 30, 2022	$	(357)	$	2	$	(48)	$	(403)


	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 June 30, 2022	$	(259)	$	2	$	(48)	$	(305)
Other comprehensive income/(loss)	(98)		—		—		(98)
Income tax benefit/(expense)	—		—		—		—
Net current period other comprehensive income/(loss)	(98)		—		—		(98)
Balance, as of September 30, 2022	$	(357)	$	2	$	(48)	$	(403)


	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)	(16)		2		—		(14)
Income tax benefit/(expense)	1		(1)		—		—
Net current period other comprehensive income/(loss)	(15)		1		—		(14)
Balance, as of September 30, 2021	$	(149)	$	2	$	(59)	$	(206)


	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 June 30, 2021	$	(117)	$	2	$	(59)	$	(174)
Other comprehensive income/(loss)	(33)		—		—		(33)
Income tax benefit/(expense)	1		—		—		1
Net current period other comprehensive income/(loss)	(32)		—		—		(32)
Balance, as of September 30, 2021	$	(149)	$	2	$	(59)	$	(206)

11. Income Taxes

Our effective tax rate was 15% and 29% during the nine months ended September 30, 2022 and 2021, respectively, and 47% and 23% during the three months ended September 30, 2022 and 2021, respectively. The effective tax rate for the nine months ended September 30, 2022 was lower than the effective tax rate for the comparable period in 2021 primarily due to the deferred income tax benefit from the impairment to our equity method investment in Bakkt in the current year period, and the deferred income tax expense from U.K. tax law changes in the prior year period. During the nine months ended September 30, 2021, the U.K. Finance Act 2021 was enacted, which increased the U.K. corporate income tax rate from 19% to 25%, effective April 1, 2023. The effective tax rate for the three months ended September 30, 2022, was higher than the effective tax rate for the comparable period in 2021 primarily due to the deferred income tax benefit from the impairment to our equity method investment in Bakkt.

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, foreign exchange, or FX, interest rate, equity index and digital asset futures and/or options 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

In June 2022, we announced our decision to cease our CDS clearing service at ICE Clear Europe, our clearing house in the U.K., and our CDS clearing offering will therefore be consolidated at our ICE Clear Credit clearing house in the U.S.

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 September 30, 2022 and December 31, 2021, the ICE Clearing Houses had received or had been pledged $290.2 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 September 30, 2022	As of December 31, 2021	As of September 30, 2022	As of December 31, 2021
ICE Clear Europe	$247	$247	$100	$75
ICE Clear U.S.	90	83	25	25
ICE Clear Credit	50	50	75	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	$400	$250

Of our total contribution to ICE Clear U.S. above, as of September 30, 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 renewed in September 2022 and has a three-year term for the following clearing houses in the following amounts: ICE Clear Europe - $100 million; ICE Clear U.S. - $25 million and ICE Clear Credit - $75 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 September 30, 2022, ICE NGX maintained a guaranty fund of $215 million, comprising $15 million in cash and a $200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

Below is a depiction of our Default Waterfall which summarizes the lines of defense and layers of protection we maintain at ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit.

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 September 30, 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	$	113,708	$	37,563	$	3,331	$	—	$	4	$	154,606
Unsettled variation margin, net	—		—		—		747		—		747
Guaranty fund	3,928		3,476		588		—		4		7,996
Delivery contracts receivable/payable, net	—		—		—		1,342		—		1,342
Total	$	117,636	$	41,039	$	3,919	$	2,089	$	8	$	164,691

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) $110.8 billion and $6.8 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 September 30, 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 September 30, 2022		As of December 31, 2021
ICE Clear Europe	National bank account (1)	$	13,541	$	59,948
ICE Clear Europe	Reverse repo	71,360		25,518
ICE Clear Europe	Sovereign debt	26,830		9,324
ICE Clear Europe	Demand deposits	92		231
ICE Clear Credit	National bank account	33,745		37,282
ICE Clear Credit	Reverse repo	4,387		3,639
ICE Clear Credit	Demand deposits	2,907		2,403
ICE Clear U.S.	Reverse repo	3,445		6,485
ICE Clear U.S.	Sovereign Debt	473		1,075
Other ICE Clearing Houses	Demand deposits	9		31

Total cash and cash equivalent margin deposits and guaranty funds		$	156,789	$	145,936


Clearing House	Investment Type	As of September 30, 2022		As of December 31, 2021
ICE NGX	Unsettled variation margin and delivery contracts receivable/payable	2,088		1,329
ICE Clear Europe	Invested deposits - sovereign debt	5,814		3,164
Total invested deposits, delivery contracts receivable and unsettled variation margin		$	7,902	$	4,493

(1) As of September 30, 2022, ICE Clear Europe held €9.3 billion ($9.2 billion based on the euro/U.S. dollar exchange rate of 0.9802 as of September 30, 2022) at the European Central Bank, or ECB, £3.9 billion ($4.4 billion based on the pound sterling/U.S. dollar exchange rate of 1.1165 as of September 30, 2022) at the Bank of England, or BOE, and €10 million ($10 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 September 30, 2022
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	81,061	$	23,480	$	13,842	$	—	$	118,383
Letters of credit	—		—		—		3,869		3,869
ICE NGX cash deposits	—		—		—		1,621		1,621
Total	$	81,061	$	23,480	$	13,842	$	5,490	$	123,873
Guaranty fund:
Government securities at face value	$	742	$	618	$	291	$	—	$	1,651


	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 primarily 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 nine months ended September 30, 2022, ICE NGX increased its default insurance by $100 million, and as of September 30, 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 $2.8 trillion as of September 30, 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 $244.6 billion as of September 30, 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. Effective as of June 6, 2022, the parties to the litigation executed settlement agreements pursuant to which, among other things, the plaintiffs withdrew their appeal with prejudice and provided the defendants a covenant not to sue (and additionally provided the NYSE and Cboe Global Markets, Inc. defendants a release of claims). No monetary payment was made by the defendants. The settlement agreements and dismissal of the appeal constitute the final resolution of this matter.

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 September 30, 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.

The fair values of all other financial instruments are determined to materially 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 September 30, 2022 or December 31, 2021.

We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of September 30, 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 nine months ended September 30, 2022, we evaluated these investments and determined that the value of our equity method investment in Bakkt was impaired using a Level 1 input, which was the publicly-traded closing stock price of Bakkt on September 30, 2022 (Note 4). No other fair value adjustments were required under our accounting policy 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 September 30, 2022. The fair values of our fixed rate notes were estimated using quoted market prices for these instruments. The fair value of other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of September 30, 2022.


	As of September 30, 2022
	(in millions)
Debt:	Carrying Amount		Fair value



Other short-term debt	$	7	$	7



2025 Senior Notes (3.65% senior unsecured notes due May 23, 2025)	1,243		1,210
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,247		1,207
2027 Senior Notes (4.00% senior unsecured notes due September 15, 2027)	1,485		1,423
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		455
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	594		553
2029 Senior Notes (4.35% senior unsecured notes due June 15, 2029)	1,239		1,183
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,235		999
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,484		1,096
2033 Senior Notes (4.60% senior unsecured notes due March 15, 2033)	1,488		1,400
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,231		840
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,231		1,019
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,221		817
2052 Senior Notes (4.95% senior unsecured notes due June 15, 2052)	1,464		1,332
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,471		893
2062 Senior Notes (5.20% senior unsecured notes due June 15, 2062)	983		900
Total debt	$	18,120	$	15,334

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 nine and three months ended September 30, 2022 and 2021 (in millions):


	Nine Months Ended September 30, 2022
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	884	$	—	$	—	$	884
Agricultural and metals futures and options	179		—		—		179
Financial futures and options	375		—		—		375
Cash equities and equity options	2,021		—		—		2,021
OTC and other	326		—		—		326
Data and connectivity services	651		—		—		651
Listings	388		—		—		388
Fixed income execution	—		66		—		66
CDS clearing	—		226		—		226
Fixed income data and analytics	—		824		—		824
Other data and network services	—		439		—		439
Origination technology	—		—		586		586
Closing solutions	—		—		187		187
Data and analytics	—		—		66		66
Other	—		—		41		41
Revenues	4,824		1,555		880		7,259
Transaction-based expenses	1,735		—		—		1,735
Revenues, less transaction-based expenses	3,089		1,555		880		5,524
Operating expenses	904		1,029		817		2,750
Operating income	$	2,185	$	526	$	63	$	2,774


	Nine Months Ended September 30, 2021
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	900	$	—	$	—	$	900
Agricultural and metals futures and options	177		—		—		177
Financial futures and options	281		—		—		281
Cash equities and equity options	1,800		—		—		1,800
OTC and other	239		—		—		239
Data and connectivity services	623		—		—		623
Listings	356		—		—		356
Fixed income execution	—		39		—		39
CDS clearing	—		144		—		144
Fixed income data and analytics	—		804		—		804
Other data and network services	—		416		—		416
Origination technology	—		—		740		740
Closing solutions	—		—		227		227
Data and analytics	—		—		55		55
Other	—		—		39		39
Revenues	4,376		1,403		1,061		6,840
Transaction-based expenses	1,534		—		—		1,534
Revenues, less transaction-based expenses	2,842		1,403		1,061		5,306
Operating expenses	977		1,010		750		2,737
Operating income	$	1,865	$	393	$	311	$	2,569


	Three Months Ended September 30, 2022
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	266	$	—	$	—	$	266
Agricultural and metals futures and options	57		—		—		57
Financial futures and options	122		—		—		122
Cash equities and equity options	664		—		—		664
OTC and other	121		—		—		121
Data and connectivity services	219		—		—		219
Listings	128		—		—		128
Fixed income execution	—		26		—		26
CDS clearing	—		88		—		88
Fixed income data and analytics	—		273		—		273
Other data and network services	—		147		—		147
Origination technology	—		—		187		187
Closing solutions	—		—		53		53
Data and analytics	—		—		22		22
Other	—		—		14		14
Revenues	1,577		534		276		2,387
Transaction-based expenses	576		—		—		576
Revenues, less transaction-based expenses	1,001		534		276		1,811
Operating expenses	301		337		260		898
Operating income	$	700	$	197	$	16	$	913


	Three Months Ended September 30, 2021
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	316	$	—	$	—	$	316
Agricultural and metals futures and options	56		—		—		56
Financial futures and options	93		—		—		93
Cash equities and equity options	554		—		—		554
OTC and other	84		—		—		84
Data and connectivity services	208		—		—		208
Listings	123		—		—		123
Fixed income execution	—		12		—		12
CDS clearing	—		51		—		51
Fixed income data and analytics	—		272		—		272
Other data and network services	—		142		—		142
Origination technology	—		—		245		245
Closing solutions	—		—		88		88
Data and analytics	—		—		19		19
Other	—		—		14		14
Revenues	1,434		477		366		2,277
Transaction-based expenses	475		—		—		475
Revenues, less transaction-based expenses	959		477		366		1,802
Operating expenses	330		338		256		924
Operating income	$	629	$	139	$	110	$	878

No customers or clearing members accounted for more than 10% of our Exchange revenues, less transaction-based expenses during the nine and three months ended September 30, 2022. Revenue from one member of the Exchanges segment comprised $326 million, or 11%, and $118 million, or 12%, of our Exchange revenues, less transaction-based expenses for the nine and three months ended September 30, 2021, respectively. 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 nine and three months ended September 30, 2022 or 2021.

16. Earnings/(Loss) Per Common Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings/(loss) per common share computations for the nine and three months ended September 30, 2022 and 2021 (in millions, except per share amounts):


	Nine Months Ended September 30,					Three Months Ended September 30,
2022			2021	2022				2021
Basic:
Net income/(loss) attributable to Intercontinental Exchange, Inc.	$	1,021		$	2,531	$	(191)		$	633
Weighted average common shares outstanding	559			563		558			563
Basic earnings/(loss) per common share	$	1.83		$	4.50	$	(0.34)		$	1.12
Diluted:
Weighted average common shares outstanding	559			563		558			563
Effect of dilutive securities - stock options and restricted stock	2			2		2			3
Diluted weighted average common shares outstanding	561			565		560			566
Diluted earnings/(loss) per common share	$	1.82		$	4.48	$	(0.34)		$	1.12

Basic earnings/(loss) 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 nine months ended September 30, 2022 and 2021, 1 million and 0.3 million outstanding stock options and restricted stock awards, respectively, were not included in the computation of diluted earnings/(loss) per common share, because to do so would have had an antidilutive effect. In addition, for the nine months ended September 30, 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

We have evaluated subsequent events, and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements.

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