What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-02-03 compared with 2021-02-04 · 293 added, 366 removed, 769 unchanged (46% of the section changed)

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Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons.

See the factors set forth under the heading “ Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” The following discussion is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained in Item 6.

Selected Financial Data and our consolidated financial statements included in this Annual Report.

For discussion related to the results of operations and changes in financial condition for 2019 compared to 2018 refer to Part II, Item 7.

See the factors set forth under the heading “ Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” For discussion related to the results of operations and changes in financial condition for 2020 compared to 2019 refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2020 Annual Report on Form 10-K, which was filed with the U.S.

Securities and Exchange Commission on February 4, 2021.

We are a provider of marketplace infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

We are a provider of market infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

These products, which span major asset classes including futures, equities, fixed income and U.S.

residential mortgages, provide our customers with access to mission critical workflow tools that are designed to increase asset class transparency and workflow efficiency.

residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency.

We report our results in three segments:

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

Much of the revenue reported in the Exchanges segment was previously reported in our Trading & Clearing segment.

However, data services revenues and listings revenues, which are now reported in the Exchanges segment, were previously reported in our Data & Listings segment.

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

Our CDS Clearing and ICE Bonds transaction revenue was previously reported in our Trading & Clearing segment, while all of our Fixed Income Data & Analytics and Other Data & Network Services revenues were reported in our Data & Listings segment.

• 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.

• 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.

Prior to the re-alignment of our business, ICE Mortgage Technology was reported in our Trading & Clearing segment.

Recent Developments

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

Bakkt Transaction

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.

Bakkt is an integrated platform that enables customers and consumers to transact in digital assets.

The business combination between Bakkt and VIH resulted in enterprise value of approximately $2.1 billion, including approximately $479 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $123 million of cash held in VIH’s trust account, and a $325 million concurrent private investment in public equity, or PIPE, of Class A common stock of the combined company and $31 million of cash held in Bakkt accounts.

The PIPE was priced at $10.00 per share and included a $47 million commitment from us.

The newly combined company has been renamed Bakkt Holdings, Inc.

and is listed on the New York Stock Exchange, or NYSE.

As part of the transaction, Bakkt’s existing equity holders and management rolled 100% of their equity into the combined company, and are subject to a six-month lockup period.

Certain shareholders of VIH exercised their redemption rights, and at closing, Bakkt equity holders, including ICE, owned approximately 81% of the combined company, VIH’s public shareholders owned approximately 5%, VPC owned 2%, and PIPE investors (a group that also includes us) owned approximately 12% of the issued and outstanding common stock of the combined company.

Following completion of the business combination, we initially held a 68% economic interest and 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.

We recorded a gain on the transaction of $1.4 billion during the fourth quarter of 2021, which is included in other non-operating income within our consolidated income statement.

For the three

months ended December 31, 2021, we recorded estimated equity losses of ($92 million) related to our investment in Bakkt.

Since March 2020, the coronavirus (COVID-19) pandemic has created economic and financial disruptions globally and has led governmental authorities to take unprecedented measures to mitigate the spread of the disease, including travel bans, border closings, business closures, quarantines and shelter-in-place orders, and to take actions designed to stabilize markets and promote economic growth.

From an operational perspective, our businesses, including our exchanges, clearing houses, listing venues, data services businesses, and mortgage platforms, have remained open and we do not have any plans to close any of our business operations as a result of the COVID-19 pandemic.

However, due to the COVID-19 pandemic, we have taken preventative measures and implemented contingency plans, and currently most of our employees are working remotely.

In response to government mandates, we closed all of our office facilities between early March and late April 2020, with only our operationally essential employees working on-site at our facilities for business continuity purposes.

As various governments began easing orders requiring office closures in late April, we began a phased re-opening of certain of our office facilities allowing a limited number of operationally non-essential workers to also work on-site.

These measures are in compliance, as necessary, with local government directives and social distancing directives.

However, due to the COVID-19 pandemic, we have taken preventative measures and implemented contingency plans, and many of our employees are continuing to work remotely.

We believe that our global office closures and phased re-opening measures were and continue to be in compliance, as necessary, with local government directives and social distancing directives.

We continue to monitor local government mandates in determining our office re-openings, re-closures and work-related travel.

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

The extent of the impact of the pandemic on our business will depend largely on future developments, including the duration, spread and severity of the outbreak, the distribution, public acceptance and widespread use and effectiveness of vaccines against COVID-19 and the actions taken to contain the spread of the disease or mitigate its impact.

The extent of the impact of the pandemic on our business will depend on future developments, including the duration, spread and severity of the outbreak, the effectiveness of vaccines against COVID-19 over the long term and against new and emerging variants thereof, and the actions taken to contain the spread of the disease or mitigate its impact.

We continue to monitor this dynamic situation, including guidance and regulations issued by U.S.

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In light of the continually evolving nature of the COVID-19 outbreak, we are not able at this time to estimate the ultimate effect of the pandemic on our business, results of operations or financial condition in the future.

Acquisition of Ellie Mae

On September 4, 2020, we acquired Ellie Mae for aggregate consideration of $11.4 billion from private equity firm Thoma Bravo.

Ellie Mae is a cloud-based technology solution provider for the mortgage finance industry.

Through its digital lending platform, Ellie Mae provides technology solutions to participants in the mortgage supply chain, including over

3,000 customers and thousands of partners and investors who participate on its open network.

Originators rely on Ellie Mae to securely manage the exchange of data across the mortgage ecosystem to enable the origination of mortgages while adhering to various local, state and federal compliance requirements.

Ellie Mae is a part of our ICE Mortgage Technology business and is included in our Mortgage Technology segment.

From the acquisition date through December 31, 2020, Ellie Mae revenues of $351 million and operating expenses of $250 million were recorded for the year ended December 31, 2020, which are reflected in our mortgage technology revenues and operating expenses, respectively.

The purchase price consisted of $9.5 billion in cash, as adjusted for $335 million of cash and cash equivalents held by Ellie Mae on the date of acquisition, and approximately $1.9 billion, or approximately 18.4 million shares of our common stock, based on our stock price on the acquisition date.

ICE funded the cash portion of the purchase price with net proceeds from our offering of new senior notes in August 2020, together with the issuance of commercial paper and borrowings under a new senior unsecured term loan facility.

Acquisition of Bridge2 Solutions

On February 21, 2020, our Bakkt subsidiary acquired Bridge2 Solutions, a leading provider of loyalty solutions for merchants and consumers.

Bridge2 Solutions enables some of the world’s leading brands to engage customers and drive loyalty.

It powers incentive and employee perk programs for companies across a wide spectrum of industries.

Bakkt Transaction

Additionally, on January 11, 2021, Bakkt, our majority-owned indirect subsidiary, entered into a definitive agreement and plan of merger, or the Merger Agreement, to combine with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, VIH plans to domesticate and become a Delaware corporation (the “Domestication”) and be renamed “Bakkt Holdings, Inc.” (“Bakkt Pubco”) and, following the Domestication, a subsidiary of VIH plans to merge with and into Bakkt (the “Merger”), with Bakkt surviving the Merger.

Upon the consummation of the Merger (the “Closing”), Bakkt Pubco plans to be organized in an “Up-C” structure in which substantially all of the assets and the business of Bakkt Pubco will be held by Bakkt and its subsidiaries, and Bakkt Pubco’s only direct assets will consist of its membership interests in Bakkt.

Upon the Closing, Bakkt Pubco is expected to have a class of common stock listed on the New York Stock Exchange.

Also on January 11, 2021, concurrently with the execution of the Merger Agreement, VIH entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for additional equity in Bakkt Pubco for an aggregate purchase price equal to $325 million (the “PIPE Investment”).

The PIPE Investors include ICE, and we committed to purchase additional equity in Bakkt Pubco that would comprise up to $50 million of the PIPE Investment.

The PIPE Investment will be consummated immediately prior to the Closing.

As part of the transaction, Bakkt’s existing equity holders and management will roll 100% of their equity into the combined company.

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

ICE is expected to have a 65% economic interest in the combined company at the Closing, which is expected to occur in the second quarter of 2021.

The proposed transaction is subject to customary closing conditions, including the approval of VIH’s shareholders and certain regulatory approvals.

At the Closing, ICE, which is expected to own a majority of the common stock of the Bakkt Pubco immediately following the Merger, will enter into a voting agreement with Bakkt Pubco (the “Voting Agreement”).

Pursuant to the Voting Agreement, for so long as we own at least 50% of the total voting power of Bakkt Pubco common stock, we will agree to vote on any matter submitted to a vote or consent of the stockholders of Bakkt Pubco any shares of common stock of Bakkt Pubco owned by us in excess of 30% of the outstanding voting power of Bakkt Pubco, in the same percentages, for and against the relevant matter, as votes are cast by all stockholders of Bakkt Pubco other than ICE.

As a consequence of the Voting Agreement and Bakkt Pubco’s other governance arrangements, following the Closing, we expect to reclassify Bakkt Pubco as our equity method investment and Bakkt will therefore cease to be consolidated with our financial statements.

Consolidated Financial Highlights

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Operating margin

50 % 51 % (1 pt) 51 % 52 % (1 pt)

48 % 50 % (2 pts) 50 % 51 % (1 pt)

Adjusted operating margin (1)

59 % 58 % 1 pt 58 % 58 % —

58 % 59 % (1 pt) 59 % 58 % 1 pt

Other income (expense), net

$ (267) $ (192) 39 % $ (192) $ (63) 203 %

Income tax expense (benefit)

$ 658 $ 521 26 % $ 521 $ 500 4 %

$ 2,249 $ (267) n/a $ (267) $ (192) 39 %

Income tax expense $ 1,629 $ 658 148 % $ 658 $ 521 26 %

Effective tax rate

24 % 21 % 3 pts 21 % 20 % 1 pt

29 % 24 % 5 pts 24 % 21 % 3 pts

Net income attributable to ICE

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$ 3,123 $ 2,881 8 % $ 2,881 $ 2,659 8 %

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

(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.

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See “- Non-GAAP Financial Measures” below.

• Revenues, less transaction-based expenses, increased $834 million in 2020 from 2019.

• Revenues, less transaction-based expenses, increased $1.1 billion in 2021 from 2020.

The increase in revenues includes $44 million in favorable foreign exchange effects arising from the weaker U.S.

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• Revenues, less transaction-based expenses, increased $834 million in 2020 from 2019.

The increase in revenues includes $34 million in unfavorable foreign exchange effects arising from the stronger U.S.

The increase in revenues includes $7 million in favorable foreign exchange effects arising from the weaker U.S.

dollar in 2020 from 2019.

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• Operating expenses increased $474 million in 2020 from 2019.

The increase in operating expenses includes $14 million in favorable foreign exchange effects arising from the stronger U.S.

The increase in operating expenses includes $2 million in unfavorable foreign exchange effects arising from the weaker U.S.

dollar in 2020 from 2019.

• In connection with our acquisition of MERS, we recorded a $110 million gain in other income during 2018.

• The effective tax rate in 2020 is higher than the effective tax rate in 2019 primarily due to U.K.

• Other income (expense), net, in 2021 primarily includes our gain on the Bakkt transaction of $1.4 billion, our gain on the sale of our Coinbase Global, Inc., or Coinbase, investment of $1.2 billion, equity earnings in OCC of $51 million, estimated equity losses in our investment in Bakkt during the post-merger period of $92 million, dividend income from Euroclear plc, or Euroclear, of $60 million, a fair value adjustment gain on our Euroclear investment of $34 million and interest expense of $423 million.

• Other income (expense), net, in 2020 primarily includes interest expense of $357 million, equity earnings in OCC of $71 million, an accrual for potential legal settlements of $30 million, a fair value adjustment gain on our Euroclear investment of $35 million, and gain on the sale of our BIDS Trading, LP, or BIDS, investment of $20 million.

• The effective tax rate in 2021 is higher than the effective tax rate in 2020 primarily due to the deferred income tax impacts resulting from the U.K.

tax law changes as well as the Bakkt transaction.

In June 2021, the U.K.

enacted a corporate income tax rate increase from 19% to 25% effective April 1, 2023.

• The effective tax rate in 2020 was higher than the effective tax rate in 2019 primarily due to U.K.

tax law changes enacted in July 2020, partially offset by favorable state apportionment changes as a result of our acquisition of Ellie Mae, as well as favorable changes in certain international tax provisions as part of the U.S.

Federal Tax Cuts and Jobs Act, or TCJA, in 2019.

• The effective tax rate in 2019 was higher than the effective tax rate in 2018 primarily due to the 2018 discrete tax benefits from the acquisition of MERS and the divestiture of Trayport exceeding the net increased tax benefits recorded in 2019 from certain international tax provisions under the TCJA.

Business Environment and Market Trends

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As the evolution continues, legislative and regulatory actions may change the way we conduct our business and may create uncertainty for market participants, which could affect trading volumes or demand for market data.

As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will have on us.

As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will

As discussed more fully in Item 1 “- Business - Regulation” included in this Annual Report, Brexit, the implementation of MiFID II and other regulations may result in operational, regulatory and/or business risk.

We have diversified our business so that we are not dependent on volatility or transaction activity in any one asset class.

In addition, we have increased our portion of non-transaction and clearing revenues from 34% in 2014 to 48% in 2020.

This non-transaction revenue includes data services, listings and various mortgage technology solutions.

In addition, we have increased our portion of recurring revenues from 34% in 2014 to 49% in 2021.

These recurring revenues include data services, listings and various mortgage technology solutions.

Many of the data products we sell and services we provide are required for our clients’ business operations regardless of market volatility or shifts in business profitability levels.

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• ongoing growth in the size and diversity of financial markets;

• increased automation of fixed income and other less automated markets;

• increased automation of fixed income, mortgage and other less automated markets;

• the development of new data products;

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Segment Results

We previously operated as two reportable business segments, but effective October 1, 2020, we realigned our businesses as part of a review of, and changes in, our organizational structure following our acquisition of Ellie Mae.

As a result, we changed our internal financial reporting and determined that a change in reportable segments had occurred.

Prior periods have been adjusted to reflect this change.

Our segments do not engage in intersegment transactions.

As of December 31, 2020, our business is conducted through three reportable business segments, comprised of the following:

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

• Our Exchanges segment includes our trade execution and clearing within our global futures network and NYSE businesses, various data and connectivity services that are directly related to those exchange platforms, administration fees and our NYSE listings business.

Trade execution and clearing products include energy, agricultural and metals, financial futures and options, cash equities, equity options, OTC and other;

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

• Our Mortgage Technology segment includes our MERS, Simplifile and Ellie Mae mortgage services businesses.

This segment includes origination technology, network and closing solutions, data and analytics, registrations and other.

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

• Our Mortgage Technology segment includes origination technology, closing solutions, data and analytics and other mortgage technology businesses.

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.

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Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments.

Our October 1, 2020 change in business segment presentation triggered a reallocation of our segment operating expenses.

Prior periods have been adjusted to reflect this change.

Our segments do not engage in intersegment transactions.

Beginning in the first quarter of 2021, origination technology revenues include those related to our ICE Mortgage Technology network (previously reported in closing solutions revenues) and closing solutions revenues now include registration revenues related to MERSCORP Holdings, Inc., or MERS, (previously reported in other revenues).

We believe these changes more accurately reflect how we operate the business.

Prior-year periods have been adjusted to reflect these changes.

For details on trends in recent prior-year periods, refer to our 2020 and 2019 Annual Reports on Form 10-K.

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The following presents selected statements of income data for our Exchanges segment (dollars in millions):

(1) The adjusted numbers in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.

As a result, these adjusted numbers are not calculated in accordance with U.S.

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Operating income $ 2,523 $ 2,389 6 % $ 2,389 $ 2,167 10 %

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

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

Exchanges Revenues

Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges as well as data and connectivity services and listings.

Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges, related data and connectivity services, and our listings business.

Transaction and clearing revenues consist of fees collected from derivatives, cash equities and equity options trading and derivatives clearing, and are reported on a net basis, except for the NYSE transaction-based expenses discussed below.

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Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and ETFs, and related corporate actions for listed companies.

In both 2020 and 2019, 14% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros.

In 2021 and 2020, 17% and 14%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros.

Due to the fluctuations of the pound sterling and euro compared to the U.S.

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Our exchange transaction and clearing revenues are presented net of rebates.

We recorded rebates of $962 million and $855 million in 2020 and 2019, respectively.

We recorded rebates of $1.0 billion and $962 million in 2021 and 2020, respectively.

We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate.

Such rebates are calculated based on volumes traded.

The increase in the rebates is due primarily to increased volumes in products with higher rates per contract, an increase in the number of rebate programs offered and an increase in the number of participants within our energy futures and options programs.

The increase in rebates is primarily due to the launch of new products, including ICE Murban crude oil futures and the Sterling Overnight Index Average, or SONIA.

• Energy Futures and Options:

Total energy volume increased 1% and revenues increased 10% in 2021 from 2020.

– Total oil volume increased 13% in 2020 from 2019 due to increased risk management activity driven by shifting supply/demand dynamics related to various geopolitical events and the emergence of COVID-19.

– Our global natural gas futures and options volume increased 22% in 2020 from 2019.

The volume increase in our North American natural gas products was primarily driven by shifting supply/demand dynamics related to lower levels of U.S.

shale production and increased demand for natural gas.

In addition, the strength in our European TTF gas volumes was driven by the continued emergence of TTF as not only the European benchmark, but also the emerging global benchmark, for natural gas as the commodity continues to globalize.

– Total oil volume increased 3% in 2021 from 2020 driven by price volatility related to oil supply and demand dynamics and macroeconomic uncertainty in late 2021.

– Our global natural gas futures and options volume decreased 4% in 2021 from 2020 as 2020 benefited from elevated volatility related to COVID-19, partially offset by 2021 continued growth in our TTF and Asian JKM gas complexes driven by the globalization of gas, coupled with heightened price volatility in 2021 related to natural gas supply and demand dynamics in the U.K.

– Our environmentals and other futures and options volume increased 18% to record levels in 2021 from 2020 due to an increase in the price of carbon and continued demand for market-based mechanisms to price climate risk and help enable greenhouse gas reduction goals.

• Agricultural and Metals Futures and Options:

Total volume in our agricultural and metals futures and options markets decreased 10% and revenues decreased 7% in 2021 from 2020.

The overall decrease in agricultural volumes was primarily driven by lower commodity price volatility than the prior year.

– Sugar futures and options volumes increased 6% in 2020 from 2019, driven by shifting supply/demand dynamics coupled with increased price volatility.

– Other agricultural and metal futures and options volume decreased 9% in 2020 from 2019, primarily due to lower cocoa volumes driven by geopolitical uncertainty.

The overall decrease in agricultural volumes was due to 2020 benefiting from elevated volatility related to COVID-19 and a sharp decline in oil prices, partially offset by elevated volatility in late 2021 as a result of weather-related supply and demand dynamics impacting our Coffee and Cotton markets as well as geopolitical events impacting our Cocoa markets.

– Sugar futures and options volumes decreased 21% in 2021 from 2020.

– Other agricultural and metal futures and options volumes were flat in 2021 as compared to 2020.

• Financial Futures and Options:

Total volume decreased 2% and revenues increased 8% in our financial futures and options markets in 2020 from 2019.

– Interest rate futures and options volume and revenue decreased 5% and 1% in 2020 from 2019, respectively, due to the impact of quantitative easing measures implemented by major central banks in response to COVID-19.

Total volume increased 2% and revenues increased 10% in our financial futures and options markets in 2021 from 2020.

– Interest rate futures and options volume and revenue increased 6% and 23% in 2021 from 2020, respectively, driven by interest rate volatility from increased speculation of central bank activity due to post-pandemic global economic re-opening and inflation concerns.

Interest rate futures and options revenues were $237 million and $193 million in 2021 and 2020, respectively.

– Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, increased 12% and revenue increased 20% in 2020 from 2019.

Other financial futures and options volume increased due to increased equity market volatility driven by accelerating adoption of MSCI® index futures and options as well as uncertainty related to COVID-19.

– Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 12% and revenue decreased 4% in 2021 from 2020.

Other financial futures and options volume decreased as 2020 benefited from elevated volatility across global equity markets driven by the emergence of COVID-19.

Other financial futures and options revenues were $157 million and $164 million in 2021 and 2020, respectively.

• Cash Equities and Equity Options:

Cash equities volume increased 42% in 2020 from 2019 due to heightened volatility driven by uncertainty related to COVID-19 and various geopolitical events.

Cash equities volume decreased 6% in 2021 from 2020 as 2020 benefited from elevated volatility across global equity markets driven by the emergence of COVID-19.

Cash equities revenues, net of transaction-based expenses, were $246 million and $276 million in 2021 and 2020, respectively.

Equity options volume increased 61% in 2020 from 2019 primarily due to higher industry volumes and heightened volatility driven by uncertainty related to COVID-19 and various geopolitical events.

Equity options volume increased 40% in 2021 from 2020 driven by increased participation and higher market share.

Equity options revenues, net of transaction-based expenses, were $109 million and $101 million in 2021 and 2020, respectively.

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securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.

Our OTC and other transaction revenues increased 27% in 2020 from 2019 primarily due to increased income earned on certain clearing margin deposits reflecting higher balances and increased regulatory fees.

Our OTC and other revenues increased 10% in 2021 from 2020.

Following the October 2021 Bakkt transaction, Bakkt revenues are no longer included within our OTC and other revenues.

• Data and Connectivity Services:

Our data and connectivity services revenues increased 6% in 2021 from 2020.

The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing customers.

The increase in revenue was driven by the strong retention rate of existing customers and increased purchases by existing customers.

• Listings Revenues:

Through NYSE, NYSE American and NYSE Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies.

Listings revenues decreased 1% in 2020 from 2019, driven by market volatility causing IPO delays as well as de-listings, partially offset by a rebound in IPO activity towards the end of 2020.

Listings revenues increased 7% in 2021 from 2020, driven by equity capital markets activity, including an increase in demand for special purpose acquisition company, or SPAC, listings.

Listings revenues in our securities markets arise from fees applicable to companies listed on our cash equities exchanges– original listing fees and annual listing fees.

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Listings fees related to other corporate actions are considered contract modifications of our listing contracts and are recognized ratably over time as customers continue to list on our exchanges.

In 2020, NYSE and NYSE American raised the most capital globally with approximately $185 billion raised in IPOs and follow-on offerings from over 435 transactions, an increase of 65% from $112 billion raised in 2019.

In a record year for new issuance, NYSE raised $221 billion in IPOs and follow-on offerings from over 594 transactions, an increase of 20% from $185 billion raised in 2020.

Selected Operating Data

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Section 31 fees were $248 million and $622 million in 2021 and 2020, respectively.

The decrease in Section 31 fees was primarily related to a decline in rates, which were revised in February of both years.

The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required.

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We record routing charges on a gross basis as a component of transaction and clearing fee revenue.

Cash liquidity payments, routing and clearing fees were $1.6 billion and $966 million in 2020 and 2019, respectively.

Cash liquidity payments, routing and clearing fees were $1.8 billion and $1.6 billion in 2021 and 2020, respectively.

Operating Expenses, Operating Income and Operating Margin

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Operating margin

66 % 66 % — 66 % 66 % —

65 % 66 % (1 pt) 66 % 66 % —

Adjusted operating margin (1)

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

(1) The adjusted numbers in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.

As a result, these adjusted numbers are not calculated in accordance with U.S.

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Acquisition-related transaction and integration costs

— — (10) — 32 n/a

1 — 195 — — (10)

Depreciation and amortization

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

In 2020 and 2019, 14% and 13%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros.

In both 2021 and 2020, 14% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros.

As the pound sterling or euro exchange rate changes, the U.S.

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Fixed Income and Data Services Revenues

Our fixed income and data services revenues increased 3% in 2020 from 2019 primarily due to growth in our fixed income data and analytics products, our other data and network services and strong cleared volumes within our CDS clearing business.

Our Fixed Income and Data Services revenues increased 4% in 2021 from 2020 primarily due to growth in our fixed income data and analytics products and our other data and network services.

• Fixed Income Execution:

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Our fixed income execution revenues decreased 25% in 2021 from 2020.

The decrease in revenue was driven by decreased retail activity as a result of low interest rates, particularly municipal and corporate bond activity.

The decrease in revenue was due to 2020 benefiting from price volatility related to COVID-19, as well as decreased retail activity, particularly in municipal and corporate bonds, as a result of low interest rates.

• CDS Clearing:

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The notional value of CDS cleared was $17.0 trillion and $17.9 trillion in 2021 and 2020, respectively.

Despite record clearing activity in 2020 from both dealers and clients driven by heightened market volatility, revenue decreased as a result of lower interest earned on collateral balances held at the clearing house due to lower 2020 Fed Funds rates.

Elevated volatility in 2020 related to COVID-19 benefited 2020 revenues, with volatility and cleared volumes generally returning to more normal levels late in 2021.

• Fixed Income Data and Analytics:

Our fixed income data and analytics revenues increased 6% in 2021 from 2020.

The increase in revenue was due to strength in our index business and continued growth in our pricing and reference data business driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers and increases in pricing of our products.

• Other Data and Network Services:

Our other data and network services revenues increased 8% in 2021 from 2020.

The increase in revenues was driven primarily through growth in our ICE Global Network offering, coupled with strength in our consolidated feeds and stronger desktop revenues.

The increase in revenues was driven primarily by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds and desktop revenues.

Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues, which includes Fixed Income Data and Analytics as well as Other Data and Network Services, subscribed for the succeeding 12 months.

ASV does not include new sales, contract terminations or price changes that may occur during that 12-month period.

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

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

As of December 31, 2021, ASV was $1.646 billion, which increased 4.9% compared to the ASV as of December 31, 2020.

ASV represents nearly 100% of total data services revenues for this segment.

This does not adjust for year-over-year foreign exchange fluctuations or impacts of acquisitions.

This does not adjust for year-over-year foreign exchange fluctuations.

Operating Expenses, Operating Income and Operating Margin

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Operating margin

27 % 25 % 2 pts 25 % 25 % —

28 % 27 % 1 pt 27 % 25 % 2 pts

Adjusted operating margin (1)

38 % 38 % — 38 % 39 % (1 pt)

38 % 38 % — 38 % 38 % —

(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.

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

(1) The adjusted numbers in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.

* Other revenues were $4 million in 2019 and $19 million in 2020.

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.

As a result, these adjusted numbers are not calculated in accordance with U.S.

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Origination technology 971 316 208 % 316 — n/a

Network and closing solutions 158 36 331 36 — n/a

Closing solutions 310 238 30 238 135 76

Data and analytics 73 22 226 22 — n/a

Registrations and other 162 103 56 103 22 372

595 139 324 139 22 537

Other 53 19 185 19 4 n/a

1,407 595 137 595 139 n/a

Other operating expenses

215 52 310 52 14 301

546 215 154 215 52 n/a

Acquisition-related transaction and integration costs

89 1 n/a 1 — n/a

40 89 (56) 89 1 n/a

Depreciation and amortization

139 19 626 19 3 343

424 139 205 139 19 n/a

Operating expenses

443 72 510 72 17 313

1,010 443 128 443 72 n/a

Operating income

$ 397 $ 152 162 % $ 152 $ 67 124 %

*Percentage changes in the table above deemed "n/a" are not meaningful due to the acquisition of Ellie Mae in September 2020.

Mortgage Technology Revenues

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Mortgage technology revenues increased $812 million or 137% in 2021 from 2020.

Revenues from Ellie Mae following our September 2020 acquisition were $ 351 million and revenues from Simplifile following our June 2019 acquisition were $95 million and $37 million in 2020 and 2019, respectively.

Revenues from Ellie Mae following our September 2020 acquisition were $351 million in 2020.

• Origination technology:

Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards.

Revenue from origination technology is based on recurring SaaS subscription fees, with an additive Success-Based Pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription.

• Network and closing solutions:

Our network and closing solutions provide customers connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year.

Our closing network uniquely connects key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the traditionally manual and paper-based closing and recording process.

Revenues from network and closing solutions are based largely on the number of applications and closed loans that utilize the various services.

These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or Success-Based Pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription.

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

Revenue from the ICE Mortgage Technology network is largely transaction-based.

• Closing solutions:

Our closing solutions uniquely connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the traditionally manual and paper-based closing and recording process.

Our closing solutions also include revenues from the MERS database, a leading system for recording and tracking changes in mortgage servicing rights and beneficial ownership interests in loans secured by U.S.

residential real estate.

Closing solutions revenues increased in 2021 from 2020 as a result of an increase in residential home sales, market share gains and increased demand and adoption of digital solutions.

Revenues from closing solutions are largely transaction-based.

• Data and Analytics :

Revenues include those related to ICE Mortgage Technology’s AIQ offering, which applies machine learning and artificial intelligence, or AI, to the entire loan origination process, offering customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

Revenues include those related to ICE Mortgage Technology’s Automation, Intelligence, Quality, or AIQ, offering, which applies machine learning and artificial intelligence, or AI, to the entire loan origination process, offering customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

AIQ revenues can be both recurring and transaction-based in nature.

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residential mortgage market.

We also provide a Data as a Service (DaaS) offering through private data clouds for lenders to access their own data and origination information.

We also provide a Data as a Service, or DaaS, offering through private data clouds for lenders to access their own data and origination information.

Revenues related to our data products are largely subscription-based and recurring in nature.

• Registrations and other:

Revenues are related to the MERS database, a leading system of record for recording and tracking changes in mortgage servicing rights and beneficial ownership interests in loans secured by U.S.

residential real estate;

these revenues are transaction-based.

Other revenues include professional services fees, as well as revenues from ancillary products.

Other revenues can be both recurring and transaction-based in nature.

The following chart summarizes our Mortgage Technology segment's operating expenses, operating income and operating margin (dollars in millions).

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2021 2020 Change 2020 2019 Change

Operating expenses $ 443 $ 72 510 % $ 72 $ 17 313 %

Operating expenses $ 1,010 $ 443 128 % $ 443 $ 72 n/a

Adjusted operating expenses (1)

$ 231 $ 56 306 % $ 56 $ 14 291 %

$ 602 $ 231 160 % $ 231 $ 56 n/a

Operating income

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Adjusted operating income (1)

$ 364 $ 83 337 % $ 83 $ 8 1,024 %

$ 805 $ 364 122 % $ 364 $ 83 n/a

Operating margin

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57 % 61 % (4 pts) 61 % 59 % 2 pts

*Percentage changes in the table above deemed "n/a" are not meaningful due to the acquisition of Ellie Mae in September 2020.

(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.

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$ 3,697 $ 3,003 23 % $ 3,003 $ 2,529 19 %

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

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

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Stock-based compensation expenses $ 155 $ 127 22 %

Employee headcount increased in 2020 from 2019 primarily due to new employees at Ellie Mae and Bridge2 Solutions.

These businesses, as well as additional expenses related to Simplifile and growth of our ICE India office, resulted in additional compensation and benefits expense of $113 million in 2020 from 2019.

In addition, compensation and benefits expense increased $31 million in 2020 from 2019 as a result of other increases in employee headcount, 2020 merit pay and our 2020 adjustment of our employee cash bonus and non-cash performance-based restricted shares to above-target levels based on our 2020 financial performance metrics.

Further, employee taxes and benefits expenses were higher in 2020 primarily due to increased employee insurance costs, partially offset by decreased employee severance expense in 2020 from 2019.

Employee headcount decreased in 2021 from 2020 primarily due to the deconsolidation of Bakkt, which was partially offset by increased hiring in 2021.

Ellie Mae compensation and benefits expense was $174 million higher in 2021 than in 2020 due to our September 2020 acquisition.

Bakkt compensation and benefits expense was $16 million higher in 2021 than in 2020 due to increases in employee headcount prior to deconsolidating Bakkt.

In addition, compensation and benefits expense increased $67 million in 2021 from 2020 due to merit pay increases, above target performance-based compensation and higher employee insurance costs than in 2020 due to the impact of COVID-19.

The stock-based compensation expenses in the table above relate to employee stock option and restricted stock awards.

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

Professional services expenses increased in 2020 from 2019 primarily due to increased costs associated with regulatory and litigation matters and $13 million in additional consulting expenses related to our acquisitions of Ellie Mae and Bridge2 Solutions.

Professional services expenses increased in 2021 from 2020 primarily due to an increase of $26 million from Ellie Mae which was partially offset by lower legal expenses for 2021.

Acquisition-Related Transaction and Integration Costs

In 2020, we incurred $105 million in acquisition-related transaction and integration costs, primarily related to our acquisitions of Ellie Mae and Bridge2 Solutions.

The Bridge2 Solutions acquisition costs include $10 million of expenses resulting from a Bakkt incentive award market condition estimation adjustment that was directly related to the March 2020 capital call to fund the acquisition of Bridge2 Solutions.

In 2021, we incurred $59 million in acquisition-related transaction costs related to the deconsolidation of Bakkt, which included $31 million non-cash compensation related to a market condition event triggered on the Bakkt equity incentive awards in connection with the merger of Bakkt and VIH.

Additionally, we incurred $39 million in integration costs related to Ellie Mae.

We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth.

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Technology and communications expenses may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly.

Beginning in the second quarter of 2019, we have reflected amounts owed under certain third-party revenue share arrangements as technology and communication operating expenses rather than as had been previously recorded net within transaction and clearing revenues, which resulted in an increase in technology and communications expense of $14 million in 2020 from 2019.

Technology and communications expenses also increased by $21 million in 2020 from 2019, due to increased third-party revenue share fees.

In addition, technology and communications expenses increased by $43 million in 2020 from 2019 due to our acquisitions of Ellie Mae and Bridge2 Solutions in 2020 and Simplifile in 2019, partially offset by lower data services costs.

Technology and communications expenses increased by $117 million in 2021 from 2020, primarily due to the inclusion of Ellie Mae expenses, which were $87 million higher in 2021 than in 2020.

In addition, technology and communications expenses increased by $24 million in 2021 from 2020 due to increased license fees and data acquisition costs.

Rent and Occupancy Expenses

Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs.

We have significant operations located in and around Atlanta, New York, Pleasanton, London and Hyderabad with smaller offices located throughout the world.

Rent and occupancy expenses increased in 2020 from 2019, primarily due to $6 million related to our acquisitions of Ellie Mae and Bridge2 Solutions, and $5 million combined costs for the early termination of our NYSE Chicago office lease and costs of our ICE India office.

We have significant operations located in the U.S., U.K., and India, with smaller offices located throughout the world.

Rent and occupancy expenses includes the expenses of Ellie Mae, which increased $6 million in 2021 from 2020.

These expenses were partially offset by a reduction in other occupancy expenses in 2021 and the early termination of our NYSE Chicago office lease in 2020.

See Item 2 “- Properties” above for additional information regarding our leased and owned property.

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

Selling, general and administrative expenses increased in 2020 from 2019, primarily due to a $10 million charitable contribution in support of COVID-19 relief efforts, $8 million in accruals for a regulatory settlement, $6 million in increased costs related to our acquisition of Ellie Mae and increased marketing and bad debt expenses, partially offset by lower travel expenses due to COVID-19.

Selling, general and administrative expenses increased in 2021 from 2020, primarily due to the inclusion of $13 million of Ellie Mae expenses and $12 million of Bakkt expenses related to the launch of Bakkt's digital wallet, Bakkt App.

In addition, marketing expenses increased $19 million in 2021 from 2020 primarily due to a higher number of NYSE initial public offerings, or IPOs, which were partially offset by a charitable contribution in support of COVID-19 relief efforts of $10 million and an $8 million regulatory settlement accrual in 2020.

Depreciation and Amortization Expenses

Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, software, furniture, fixtures and equipment over their estimated useful lives.

This expense includes amortization of intangible assets obtained in our acquisitions of businesses, as well as on various licensing agreements, over their estimated useful lives.

This expense includes amortization of intangible assets obtained in our acquisitions of

businesses, as well as on various licensing agreements, over their estimated useful lives.

Intangible assets subject to amortization consist primarily of customer relationships, trading products with finite lives and technology.

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We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of $622 million and $388 million in 2021 and 2020, respectively.

In addition, 2019 amortization expense included a $31 million impairment loss on exchange registration intangible assets on ICE Futures Singapore.

Amortization expense increased in 2020 from 2019, primarily due to $104 million in amortization expenses recorded on the Ellie Mae intangible assets following our acquisition, partially offset by certain Interactive Data intangible assets that became fully amortized in the fourth quarter of 2019.

The increase in 2021 over 2020 was primarily due to an increase in the amortization of Ellie Mae intangible assets of $246 million.

We recorded depreciation expenses on our fixed assets of $387 million and $363 million in 2021 and 2020, respectively.

The increase in 2020 over 2019 was primarily due to depreciation resulting from increased software development and networking equipment and due to $8 million in additional expenses related to our September 2020 acquisition of Ellie Mae.

In addition, our 2020 depreciation expense included a software impairment charge of $11 million related to a portion of customized software developed at Bakkt that is no longer useful.

The increase in 2021 over 2020 was primarily due to an increase in the depreciation of Ellie Mae fixed assets of $31 million, partially offset by a software impairment charge of $11 million in 2020 related to a portion of customized software developed at Bakkt that was no longer useful.

Consolidated Non-Operating Income (Expense)

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(423) (357) 19 (357) (285) 25

Other income (expense), net 80 58 38 58 159 (63)

Other income, net 2,671 80 n/a 80 58 38

Total other income (expense), net

$ (267) $ (192) 39 % $ (192) $ (63) 203 %

$ 2,249 $ (267) n/a $ (267) $ (192) 39 %

Net income attributable to non-controlling interest

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Interest Expense

Interest expense increased in 2020 from 2019 primarily due to the issuance of new senior notes in the May 2020 refinancing and in August 2020 related to the Ellie Mae acquisition.

Our fixed rate senior notes outstanding increased by $7.6 billion in 2020 from 2019.

In 2020, interest expense included a $14 million extinguishment payment incurred related to the June 2020 early redemption of senior notes with an original maturity of December 1, 2020 and $5 million in pre-acquisition interest expense related to the Ellie Mae transaction.

Interest expense increased in 2021 from 2020 primarily due to the issuance of senior notes in May 2020 to refinance existing debt, the issuance of senior notes in August 2020 related to the Ellie Mae acquisition, and $4 million in accelerated unamortized costs related to the early redemption in September 2021 of the floating rate notes due June 2023, partially offset by a $14 million extinguishment payment we incurred related to the June 2020 early redemption of senior notes with an original maturity of December 1, 2020, or the December 2020 Senior Notes, and $5 million pre-acquisition interest expense on debt issued for Ellie Mae acquisition.

See “- Debt” below.

Other income (expense), net

We have an equity method investment in the Options Clearing Corporation, or OCC, and we recognized $71 million and $62 million in equity income as other income related to this investment during 2020 and 2019, respectively.

We own a 40% interest in the OCC, which is regulated by the SEC and the CFTC.

Included within the amount recognized during 2019 is a positive earnings adjustment of $19 million to reflect higher reported OCC 2018 net income than originally estimated, due to the SEC's disapproval of the OCC capital plan that was established in 2015.

During 2021, Bakkt completed its merger with VIH, which resulted in an initial 68% economic interest, and we recorded a gain of $1.4 billion as other income upon our deconsolidation of Bakkt.

Following the merger, we show our economic interest share of estimated Bakkt profits/(losses) as equity earnings, which are also included in other income (expense), net.

We recorded other expense of ($92 million) related to our Bakkt investment for the post-merger period during 2021.

During 2021, Coinbase completed an IPO and we sold our investment in Coinbase for $1.2 billion, and recorded a gain of $1.2 billion as other income.

During 2021, we recorded a gain of $7 million related to the settlement of an acquisition-related indemnification claim from a prior acquisition as other income.

In addition, we accrued approximately $16 million related to a legal settlement.

In 2020, we recorded an accrual for potential legal settlements of $30 million as other income.

We own a 40% interest in the Options Clearing Corporation, or OCC, which we treat as an equity method investment.

OCC is regulated by the SEC and the CFTC.

We recognized $51 million and $71 million of equity earnings as our share of OCC's estimated profits during 2021 and 2020, respectively, which is included in other income.

Refer to Note 4 to our consolidated financial statements, included in this Annual Report for additional details on our OCC investment.

In connection with our equity investment in Euroclear, we recognized dividend income of $19 million in 2019, which is included in other income.

As a result of a 2020 European regulation limiting dividend payments, we did not receive a Euroclear dividend in 2020.

In addition, in November 2020, we became aware of an observable price change in an orderly transaction of a similar Euroclear investment by a third party.

The transaction resulted in a fair value adjustment of our Euroclear investment, and we recorded a gain of $35 million in other income, which includes the impact of foreign currency exchange.

In connection with our equity investment in Euroclear, we recognized dividend income of $60 million in 2021 and $19 million in 2019, included in other income.

As a result of a 2020 European regulation limiting dividend payments, we did not receive a Euroclear dividend in 2020, but we received two dividend payments during 2021.

In addition, in both September 2021 and in November 2020 we became aware of observable price changes in orderly transactions of similar Euroclear investments by third parties.

The transactions resulted in fair value adjustments of our Euroclear investment, and we recorded gains of $34 million and $35 million in other income in 2021 and 2020, respectively, including the impacts of foreign currency exchange.

We historically held a 9% ownership interest in BIDS, a registered broker-dealer and the operator of the BIDS Alternative Trading System.

In December 2020, we sold our investment in BIDS to Cboe and recorded a gain on the sale of $20 million, included in other income.

In 2020, we recorded an accrual for potential legal settlements of $30 million.

We incurred foreign currency transaction losses of $5 million in both 2020 and 2019.

We incurred foreign currency transaction losses of $13 million and $5 million in 2021 and 2020, respectively.

This was primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S.

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See Item 7A “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” included elsewhere in this Annual Report for more information on these items.

In 2019, we recorded promissory note impairment charges of $16 million on work performed by the original plan processor on the CAT, and in 2020, we recorded an additional $2 million.

Due to delays and failures in implementation and functionality by the original plan processor, as well as recently-published proposals by the SEC for an amended timeline

and implementation structure, we believe the risk that execution venues are not reimbursed has increased, resulting in this impairment.

In connection with our adoption of Accounting Standards Update, or ASU, 2017-07, Compensation Retirement Benefits:

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For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests.

As of December 31, 2020, our non-controlling interests include those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries, non-controlling interest in ICE Futures Abu Dhabi and redeemable non-controlling interest of the non-ICE partners in Bakkt.

As of December 31, 2021, our non-controlling interests include those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.

Prior to completion of the Bakkt transaction on October 15, 2021, our non-controlling interest also included the redeemable non-controlling interest of the non-ICE partners in Bakkt, as discussed further below.

The non-ICE limited partners of our CDS clearing subsidiaries hold a 26.7% ownership interest as of December 31, 2021.

During 2020 we received a contribution from a group of minority investors for a non-controlling interest in ICE Futures Abu Dhabi.

In December 2018, Bakkt was capitalized with $183 million in initial funding with ICE as the majority owner, along with a group of other minority investors, and in March 2020, an additional $300 million in funding occurred with ICE maintaining its majority ownership.

We hold a call option over these interests subject to certain terms.

Similarly, the non-ICE partners in Bakkt hold a put option to require us to repurchase their interests subject to certain terms.

These minority interests are reflected as redeemable non-controlling interests in temporary equity within our consolidated balance sheet and are subject to remeasurement when repurchase is probable.

In addition, during 2020 we received a contribution from a group of minority investors for a non-controlling interest in ICE Futures Abu Dhabi.

As of December 31, 2020, minority interests related to Bakkt were reflected as redeemable non-controlling interests in temporary equity within our consolidated balance sheet.

On October 15, 2021, Bakkt completed its merger with VIH and as of December 31, 2021, we no longer hold redeemable non-controlling interest related to Bakkt.

Refer to Note 3 to our consolidated financial statements contained elsewhere in this Annual Report.

Consolidated Income Tax Provision

Consolidated income tax expense was $658 million and $521 million in 2020 and 2019, respectively.

Consolidated income tax expense was $1.6 billion and $658 million in 2021 and 2020, respectively.

The change in consolidated income tax expense between years is primarily due to the tax impact of changes in our pre-tax income and the changes in our effective tax rate.

The consolidated income tax expense for 2021 was elevated due to the tax expense associated with the gains resulting from our Coinbase and Bakkt transactions.

Our effective tax rate was 29% and 24% in 2021 and 2020, respectively.

The effective tax rate for 2020 is higher than the effective tax rate for 2019 primarily due to U.K.

In 2015 and 2016, the U.K.

enacted corporate income tax rate reductions from 19% to 17% to be effective prospectively on April 1, 2020 and we recorded associated deferred tax benefits in those years.

In July 2020, the U.K.

enacted a reinstatement of the U.K.

corporate income tax rate back to 19%, effective April 1, 2020.

As a result, we revalued our U.K.

deferred tax assets and liabilities back to the rate of 19%, and recorded a $65 million deferred tax expense during 2020.

The effective tax rate for 2021 is higher than the effective tax rate for 2020 primarily due to the deferred income tax impacts from the U.K.

tax law changes as well as the Bakkt transaction.

In June 2021, the U.K.

enacted a corporate income tax rate increase from 19% to 25% effective April 1, 2023.

On March 27, 2020, the CARES Act was enacted and certain income tax related relief was provided under the CARES Act.

There was no material impact of the CARES Act on our income tax provision for 2020.

On March 11, 2021, the American Rescue Plan Act, or ARPA, was signed into law.

The ARPA enacted certain provisions that are relevant to corporate income tax.

On November 15, 2021, the Infrastructure Investment and Jobs Act was signed into law.

These provisions did not have a material impact on our income tax provision for 2021 or 2020.

See Note 13 to our consolidated financial statements and related notes, which are included in this Annual Report, for additional information on these tax items.

Quarterly Results of Operations

The following quarterly unaudited condensed consolidated statements of income data has been prepared on substantially the same basis as our audited consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of our consolidated results of operations for the quarters presented.

The historical results for any quarter do not necessarily indicate the results expected for any future period.

This unaudited condensed consolidated quarterly data should be read together with our consolidated financial statements and related notes included in this Annual Report.

The following table sets forth quarterly consolidated statements of income data (in millions):

Three Months Ended,

2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31,

2019 September 30, 2019 June 30, 2019 March 31, 2019

Energy futures and options $ 262 $ 229 $ 276 $ 353 $ 243 $ 265 $ 255 $ 229

Agricultural and metals futures and options 48 54 59 84 57 60 72 62

Financial futures and options 82 76 76 123 80 91 78 83

Cash equities and equity options 651 593 672 669 442 401 410 390

OTC and other 77 73 75 71 60 59 57 57

Data and connectivity services 201 201 195 193 190 185 190 187

Listings 112 111 111 112 113 114 111 111

Total exchanges revenues 1,433 1,337 1,464 1,605 1,185 1,175 1,173 1,119

Fixed income execution 14 15 20 21 19 19 21 24

CDS Clearing 42 47 47 72 48 57 49 60

Fixed income data and analytics 262 259 252 245 244 244 242 239

Other data and network services 132 129 127 126 125 124 121 120

Total fixed income and credit revenues 450 450 446 464 436 444 433 443

Origination technology 201 52 — — — — — —

Network and closing solutions 77 42 22 17 17 16 3 —

Data and analytics 17 5 — — — — — —

Registrations and other 55 44 34 29 29 28 25 21

Total mortgage technology revenues 350 143 56 46 46 44 28 21

Total revenues

2,233 1,930 1,966 2,115 1,667 1,663 1,634 1,583

Transaction-based expenses 562 519 571 556 369 327 336 313

Total revenues, less transaction-based expenses

1,671 1,411 1,395 1,559 1,298 1,336 1,298 1,270

Compensation and benefits 339 298 273 278 274 261 259 248

Professional services 44 37 34 29 28 35 29 33

Acquisition-related transaction and integration costs 15 76 2 12 1 — 1 —

Technology and communication 161 131 126 131 123 126 113 107

Rent and occupancy 22 19 19 21 16 17 18 17

Selling, general and administrative 53 43 40 49 45 33 41 42

Depreciation and amortization 257 180 157 157 189 158 157 158

Total operating expenses

891 784 651 677 676 630 618 605

Operating income

780 627 744 882 622 706 680 665

Other income (expense), net (106) (44) (71) (46) (35) (66) (52) (39)

Income tax expense

146 189 145 178 134 103 150 134

$ 528 $ 394 $ 528 $ 658 $ 453 $ 537 $ 478 $ 492

Net income attributable to non-controlling interest

(2) (4) (5) (8) (5) (8) (6) (8)

Net income attributable to Intercontinental Exchange, Inc.

$ 526 $ 390 $ 523 $ 650 $ 448 $ 529 $ 472 $ 484

Liquidity and Capital Resources

Below are charts that reflect our outstanding debt and capital allocation.

The acquisition and integration costs in the chart below includes cash paid for acquisitions, net of cash received for divestitures, cash paid for equity investments, cash paid for non-controlling interest and redeemable non-controlling interest, and acquisition-related transaction and integration costs, in each year.

The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash received for divestitures, cash paid for equity and equity method investments, cash paid for non-controlling interest and redeemable non-controlling interest, and acquisition-related transaction and integration costs, in each year.

We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities.

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See “- Future Capital Requirements” below.

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

See “- Recent Developments” above for a discussion of the acquisitions that we made during 2020.

These acquisitions were funded from borrowing under our Commercial Paper Program and term loan, the net proceeds from the issuance of the August 2020 Notes and cash flows from operations, as well as approximately $1.9 billion, or approximately 18.4 million shares of our common stock, based on our stock price, for the Ellie Mae acquisition.

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

Consolidated cash and cash equivalents were $607 million and $583 million as of December 31, 2021 and 2020, respectively.

We had $1.4 billion and $1.3 billion in short-term and long-term restricted cash and cash equivalents as of December 31, 2020 and 2019, respectively.

We had $1.4 billion in short-term and long-term restricted cash and cash equivalents as of both December 31, 2021 and 2020.

We had $145.9 billion and $81.6 billion of cash and cash equivalent margin deposits and guaranty funds as of December 31, 2021 and 2020, respectively.

As of December 31, 2021, the amount of unrestricted cash held by our non-U.S.

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Effect of exchange rate changes

Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents $ (197) $ 316 $ 304

Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ 64,357 $ 18,528 $ 499

Operating Activities

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

The $222 million increase in net cash provided by operating activities in 2020 and 2019 was driven by a $148 million increase in net income and the non-cash impact of deferred taxes of $125 million, partially offset by the timing of NYSE collections on increased billings of $119 million and higher income taxes paid as a result of the U.K.

government accelerating its required income tax installment payments in 2020.

The remaining change is due to fluctuations in our working capital and the timing of various payments such as transaction-related expenses.

The $242 million increase in net cash provided by operating activities in 2021 from 2020 was driven by an increase of accounts receivable collections of $144 million, primarily due to a prior period COVID-19-related decision to allow customers to defer payment of their 2020 listings invoices.

In addition, operating cash increased due to a $2.0 billion increase in net income, adjusted for depreciation and amortization, deferred taxes, the gain from the sale of our Coinbase investment, net of taxes, of $892 million, and the gain from the deconsolidation of Bakkt, of $1.4 billion.

These increases were partially offset by a decrease in Section 31 fee collections of $219 million, primarily due to lower rates, which were revised in February of each year.

The remaining change is due to fluctuations in our working capital and the timing of various payments such as transaction-related expenses and taxes payable on the sale of our Coinbase investment.

Investing Activities

Consolidated net cash used in investing activities in 2020 and 2019 relates to cash paid for acquisitions, net of cash acquired, a return of capital related to our investment in OCC, proceeds from investments related to MERS and changes in capital expenditures and capitalized software development costs.

We paid cash for acquisitions, net of the cash of the companies acquired, of $9.4 billion and $352 million in 2020 and 2019, respectively, primarily relating to the Ellie Mae acquisition in 2020 and the Simplifile acquisition in 2019.

In 2019, we had a $60 million return of capital related to our equity method investment in the OCC and $41 million proceeds from investments related to MERS.

Refer to Note 4 to our consolidated financial statements, included in this Annual Report for additional details on these investments.

We had capital expenditures of $207 million and $153 million in 2020 and 2019, respectively, and we had capitalized software development costs of $203 million and $152 million in 2020 and 2019, respectively.

Consolidated net cash used in investing activities in 2021 primarily relates to $5.1 billion purchases of invested margin deposits, $179 million of capitalized expenditures, $273 million of software development costs, $117 million for the purchase of an equity method investment and $66 million cash paid for acquisitions, net of cash acquired, partially offset by $3.7 billion of proceeds from the sale of invested margin deposits and $1.2 billion in proceeds from the sale of our Coinbase investment.

Consolidated net cash used in investing activities in 2020 relates to $9.4 billion cash paid for acquisitions, primarily Ellie Mae, net of cash acquired, $3.4 billion purchases of invested margin deposits, $207 million of capitalized expenditures and $203 million of software development costs, partially offset by $2.8 billion proceeds from the sale of invested margin deposits.

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

The software development expenditures primarily relate to the development and expansion of our electronic platforms, data services, mortgage services and clearing houses.

The software development expenditures primarily relate to the development and expansion of our electronic trading platforms, data services, mortgage services and clearing houses.

Financing Activities

Consolidated net cash provided by financing activities in 2020 primarily relates to $9.6 billion in net proceeds from the issuance of the May 2020 Notes and the August 2020 Notes, borrowings under a term loan facility and $1.1 billion in net issuances under our Commercial Paper Program.

Cash provided by financing activities was partially offset by repayments of our $1.25 billion December 2020 Senior Notes, and the early payoff of the term loan mentioned above, $1.2 billion in repurchases of common stock, $669 million in dividend payments to our stockholders and $74 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

Consolidated net cash used in financing activities in 2019 primarily relates to $1.5 billion in repurchases of common stock, $360 million in net borrowings under our Commercial Paper Program, $621 million in dividend payments to stockholders and $65 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

Consolidated net cash provided by financing activities in 2021 primarily relates to an increase in our cash and cash equivalent margin deposits and guaranty fund balances of $65.7 billion, partially offset by $1.2 billion in repayments of debt facilities, $1.4 billion in net repayments under our Commercial Paper Program, $250 million in repurchases of common stock, $747 million in dividend payments to our stockholders and $70 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

Consolidated net cash provided by financing activities in 2020 primarily relates to an increase in our cash and cash equivalent margin deposits and guaranty fund balances of $19.3 billion, $9.6 billion in net proceeds from the issuance of the May 2020 Notes and the August 2020 Notes, borrowings under a term loan facility and $1.1 billion in net issuances under our Commercial Paper Program.

Cash provided by financing activities was partially offset by repayments of our $1.25 billion December 2020 Senior Notes, and the early payoff of the term loan mentioned above, $1.2 billion in repurchases of common stock, $669 million in dividend payments to stockholders and $74 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

We have adjusted our historical presentation of opening and ending amounts of cash, cash equivalents, and restricted cash and cash equivalents in our consolidated statements of cash flows to include cash and cash equivalent margin deposits and guaranty funds.

Changes in these balances are reflected as cash provided by/(used in) financing activities.

See Note 10 to our consolidated financial statements, included in this Annual Report.

As of December 31, 2020, we had $16.5 billion in outstanding debt, consisting of $12.9 billion of fixed rate senior notes, $1.2 billion of floating rate senior notes, $2.4 billion under our U.S.

dollar commercial paper program, or the Commercial Paper Program and $6 million under a line of credit at our ICE India subsidiary.

As of December 31, 2021, we had $13.9 billion in outstanding debt, consisting of $12.9 billion of fixed rate senior notes, $1.0 billion under our U.S.

dollar commercial paper program, or the Commercial Paper Program and $10 million under credit lines at our ICE India subsidiaries.

Our fixed rate senior notes of $12.9 billion have a weighted average maturity of 15 years and a weighted average cost of 2.9% per annum.

The commercial paper notes had original maturities ranging from three to 73 days as of December 31, 2021, with a weighted average interest rate of 0.33% per annum, and a weighted average remaining maturity of 26 days.

As of December 31, 2020, we had $16.5 billion in outstanding debt, consisting of $12.9 billion of fixed rate senior notes, $1.2 billion of floating rate senior notes, $2.4 billion under the Commercial Paper Program and $6 million under credit lines at our ICE India subsidiaries.

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

The commercial paper notes had original maturities ranging from four to 266 days as of December 31, 2020, with a weighted average interest rate of 0.40% per annum, and a weighted average remaining maturity of 82 days.

Commercial paper notes of $1.3 billion with original maturities ranging from two to 87 days were outstanding as of December 31, 2019, with a weighted average interest rate of 1.84% per annum, and a weighted average remaining maturity of 22 days.

Our current fixed rate debt principal of $13.1 billion has a weighted average maturity of 16 years and a weighted average cost of 3.0% per annum.

In September 2021, we used the proceeds from commercial paper issuances and cash on hand to fund the redemption of $1.25 billion aggregate principal amount of senior floating rate notes due in June 2023, or the Floating Rate Notes.

We delivered a notice of redemption of the Floating Rate Notes to Wells Fargo Bank, National Association, as trustee, under the indenture governing the Floating Rate Notes, which was delivered to the holders of the Floating Rate Notes on September 17, 2021, and they were subsequently redeemed on September 27, 2021.

In connection with this redemption, we recorded $4 million in accelerated unamortized deferred loan costs, which are included in interest expense in our consolidated statements of income for 2021.

We have a $3.8 billion senior unsecured revolving credit facility, or the Credit Facility, pursuant to a credit agreement with Wells Fargo Bank, N.A., as primary administrative agent, issuing lender and swing-line lender, Bank of America, N.A., as syndication agent, backup administrative agent and swing-line lender, and the lenders party thereto.

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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 $1.1 billion is available for working capital and general corporate purposes, including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.

The remaining $2.6 billion is available for working capital and general corporate purposes, including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.

On October 15, 2021, we agreed with the lenders to extend the maturity date of the Credit Facility to October 15, 2026, among other items.

On August 21, 2020, we entered into a $750 million 18-month senior unsecured delayed draw term loan facility with a maturity date of February 21, 2022.

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Interest on borrowings under this term loan facility were based on the principal amount outstanding at LIBOR plus an applicable margin, which was equal to 1.125%.

On August 20, 2020, we issued $6.5 billion in aggregate principal amount of new senior notes, comprised of $1.25 billion in aggregate principal amount of floating rate senior notes due in 2023, $1.0 billion in aggregate principal amount of 0.70% senior notes due in 2023, $1.5 billion in aggregate principal amount of 1.85% senior notes due in 2032, $1.25 billion in aggregate principal amount of 2.65% senior notes due in 2040, and $1.5 billion in aggregate principal amount of 3.00%

senior notes due in 2060.

We used the net proceeds from the offering to fund a portion of the purchase price for the Ellie Mae acquisition.

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Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.

We had net issuances of $1.1 billion under our Commercial Paper Program during 2020.

We had net repayments of $1.4 billion under our Commercial Paper Program during 2021.

We used $1.2 billion of proceeds received from the sale of our Coinbase investment to pay down the balance under our Commercial Paper Program.

Upon maturity of our commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper.

To mitigate this risk, we maintain an undrawn back-stop bank revolving credit facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper Program at any time.

If we were not able to issue new commercial paper, we have the option of drawing on the back-stop revolving facility.

To mitigate this risk, we maintain the Credit Facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper Program at any time.

If we were not able to issue new commercial paper, we have the option of drawing on the backstop revolving facility.

However, electing to do so would result in higher interest expense.

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In December 2019, our Board approved an aggregate of $2.4 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2020.

The $2.4 billion replaced the previous amount approved by the Board.

During 2021, we repurchased 1.8 million shares of our outstanding common stock at a cost of $250 million on the open market.

During 2020, we repurchased 13.6 million shares of our outstanding common stock at a cost of $1.2 billion, including 10.4 million shares at a cost of $948 million under our Rule 10b5-1 trading plan and 3.2 million shares at a cost of $299 million on the open market.

In 2019, we repurchased 17.4 million shares of our outstanding common stock at a cost of $1.5 billion, including 16.1 million shares at a cost of $1.4 billion under our Rule 10b5-1 trading plan and 1.3 million shares at a cost of $100 million on the open market.

Shares repurchased are held in treasury stock.

We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with our Ellie Mae acquisition.

The remaining balance of Board approved funds for future repurchase is $1.2 billion.

The approval of our Board for the share repurchases does not obligate us to acquire any particular amount of our common stock.

We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with our Ellie Mae acquisition and in November 2021, we resumed repurchases.

The remaining balance of Board approved funds for future repurchases as of December 31, 2021 was $903 million.

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 January 1, 2022.

The $3.15 billion replaces the previous amount approved by the Board.

In December 2021 we entered into a new Rule 10b5-1 trading plan that will become effective in February 2022.

We may discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time.

The approval of our Board for the stock repurchases does not obligate us to acquire any particular amount of our common stock.

In addition, our Board may increase or decrease the amount available for repurchases from time to time.

From time to time, we enter into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common stock.

We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities.

The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions.

In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.

flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.

During 2021, we paid cash dividends of $1.32 per share of our common stock in the aggregate, including quarterly dividends of $0.33 per share, for an aggregate payout of $747 million, which includes the payment of dividend equivalents on unvested employee restricted stock units.

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

$430 million in 2021, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

In December 2019, our Board approved an aggregate of $2.4 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, 2020.

As of December 31, 2020, we had $1.2 billion authorized for future repurchases of our common stock.

We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $490 million and $520 million in 2022, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

As of December 31, 2021, we had $903 million authorized for future repurchases of our common stock.

Refer to Note 12 to our consolidated financial statements included in this Annual Report for additional details on our stock repurchase program.

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We encourage investors to review the GAAP financial measures included in this Annual Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.

The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders and adjusted earnings per share, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance.

business performance.

These measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows:

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Impairment of exchange registration intangible assets on ICE Futures Singapore — — 31 — — — — — — — — 31

Accruals relating to a regulatory settlement — — — 8 — — — — — 8 — —

Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada — — 4 — — — — — — — — 4

Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations — — 4 — — — — — — — — 4

Accrual relating to a regulatory settlement — — — — 8 — — — — — 8 —

Adjusted operating expenses

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Transaction and integration costs and acquisition-related success fees 98 101 —

Gain on equity investments (55) — —

Extinguishment of 2020 Senior Notes 14 — —

Gain on value of Euroclear equity investment (34) (35) —

Gain on sale of Coinbase equity investment (1,227) — —

Gain on deconsolidation of Bakkt (1,419) — —

Gain on sale of BIDS equity investment — (20) —

Gain related to the settlement of an acquisition-related indemnification claim (7) — —

Accelerated unamortized costs related to the early payoff of the June 2023 floating rate senior notes 4 — —

Extinguishment of December 2020 Senior Notes — 14 —

Pre-acquisition interest expense on debt issued for Ellie Mae acquisition — 5 —

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Impairment of exchange registration intangible assets on ICE Futures Singapore — — 31

Gain on acquisition of MERS — — (110)

Accrual for potential legal settlements 30 — —

Accruals relating to a regulatory settlement 8 — —

Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada — — 4

Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations — — 4

Adjustment to gain on divestiture of Trayport, net — — 1

Accrual relating to legal settlement 16 30 —

Accrual relating to regulatory settlement — 8 —

Net losses/(income) from unconsolidated investees 42 (71) (62)

Income tax effect for the above items 574 (109) (80)

Deferred tax adjustments from U.S.

tax rate reduction — — (11)

Deferred tax adjustments on acquisition-related intangibles 183 36 (8)

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Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.

Acquisition-related transaction costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction.

However, we adjust for the acquisition-related transaction and integration costs relating to acquisitions such as Ellie Mae and Interactive Data given the

magnitude of the $11.4 billion and $5.6 billion purchase prices, respectively, of these acquisitions.

We also adjust for the acquisition-related transaction costs related to the expected merger between Bakkt and VIH due to the significance of the transaction.

The integration of Interactive Data was completed by June 2018.

Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction.

However, we adjust for the acquisition-related transaction and integration costs relating to acquisitions such as Ellie Mae given the magnitude of the $11.4 billion

purchase price of the acquisition.

We also adjust for the acquisition-related transaction costs related to the merger of Bakkt and VIH due to the significance of the transaction.

In 2020, we also included a $10 million adjustment for Bridge2 Solutions acquisition costs resulting from a Bakkt incentive award market condition estimation adjustment as an acquisition-related success fee.

This adjustment was directly related to the March 2020 capital call to fund the acquisition of Bridge2 Solutions and we believe is therefore appropriate since we exclude costs directly related to financing a transaction.

The extinguishment payment on the 2020 Senior Notes is included as a non-GAAP adjustment as it relates to the June 2020 early redemption of senior notes with an original maturity of December 1, 2020 as a result of our new senior notes offering in May 2020.

These costs include both a make-whole redemption payment and duplicative interest and are not considered part of our normal operations.

We also adjust for pre-acquisition interest expense on the August 2020 debt issued to fund a portion of the purchase price of our Ellie Mae acquisition as we do not consider this to be reflective of our normal operations.

We include the 2019 impairment of exchange registration intangible assets on ICE Futures Singapore as a non-GAAP adjustment.

This impairment is not based on our core business operations, but rather was a result of the estimated fair value of an acquired intangible asset falling below its carrying value.

See Note 8 to our consolidated financial statements, included in this Annual Report.

We include the 2020 and 2019 promissory note impairment charges on work performed by the original plan processor on the CAT as non-GAAP adjustments.

These are included as non-GAAP adjustments as these are not considered a part of our core business operations.

See additional discussion on the CAT, above, in Item 1(A) "-Risk Factors" in this Annual Report.

In 2021, we recorded a $1.2 billion gain on the sale of our Coinbase equity investment and a $1.4 billion gain on the deconsolidation of Bakkt.

We do not consider these items to be part of our core business operations.

Effective January 1, 2021, we exclude net income from our unconsolidated equity method investees for purposes of calculating non-GAAP measures and have retroactively restated the prior-year periods for comparability purposes.

For 2021, this adjustment includes our share of net income from OCC, BondLink, and Bakkt (from the period of the Bakkt merger on October 15, 2021 through December 31, 2021).

This is consistent with how we treat changes in the fair value of our equity investments.

We believe these adjustments provide greater clarity of our performance given that equity investments are non-cash and not a part of our core operations.

In addition, we also include the following items as non-GAAP adjustments, as each of these are not considered a part of our core business operations:

Impairment of software developed at our Bakkt subsidiary since it relates to the build-out of a fundamental software design vs.

The $34 million gain on the fair value adjustment of our Euroclear equity investment;

The $7 million gain related to the settlement of an acquisition-related indemnification claim;

Accrual of $16 million relating to a legal settlement;

The acceleration of unamortized costs of $4 million related to the September 2021 early redemption of our Floating Rate Notes;

The $11 million impairment of software developed at Bakkt when it was our subsidiary since it relates to the build-out of a fundamental software design vs.

a recurring upgrade;

accrual for potential legal settlements;

accruals relating to a regulatory settlement;

the $35 million gain on the fair value adjustment of our Euroclear equity investment and the $20 million gain on the sale of our BIDS equity investment;

the gain recognized on our initial majority investment in MERS in connection with our acquisition of 100% of the remaining MERS interests;

the impairment loss on exchange registration intangible assets and employee severance costs related to the closure of ICE Futures Canada and ICE Clear Canada;

a subsequent adjustment to reduce the gain on the divestiture of Trayport.

Accrual of $30 million relating to a legal settlement;

Accrual of $8 million relating to a regulatory settlement;

The $35 million gain on the fair value adjustment of our Euroclear equity investment;

The extinguishment payment of $14 million related to the June 2020 early redemption of the December 2020 Senior Notes which had an original maturity of December 1, 2020, as a result of our new senior notes offering in May 2020.

This included both a make-whole redemption payment and duplicative interest;

The $20 million gain on the sale of our BIDS equity investment;

Pre-acquisition interest expense of $5 million on the August 2020 debt issued to fund a portion of the purchase price of our Ellie Mae acquisition;

Promissory note impairment charges of $2 million on work performed by the original plan processor on the CAT as non-GAAP adjustments (this was in addition to the 2019 accrual of $16 million for the same item).

See additional discussion on the CAT in Item 1(A) "-Risk Factors" in this Annual Report;

Impairment of exchange registration intangible assets of $31 million at ICE Futures Singapore.

This non-cash impairment was a result of the estimated fair value of an acquired intangible asset falling below its carrying value.

See Note 8 to our consolidated financial statements, included in this Annual Report.

The tax items in non-GAAP adjustments are either the tax impacts of the pre-tax non-GAAP adjustments or tax items as described below that are not in the normal course of business and are not indicative of our core business performance.

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• Deferred tax adjustments on acquisition-related intangibles, including the impact of U.K.

state tax law changes and apportionment updates, as well as foreign tax law changes which resulted in deferred tax expense/(benefit) of $36 million, ($8 million) and ($5 million) in 2020, 2019 and 2018, respectively;

• Deferred tax benefits of $11 million in 2018 resulting from changes in estimates as a result of the enactment of the TCJA which reduced the corporate income tax rate from 35% to 21%;

state tax law changes and apportionment updates, as well as other foreign tax law changes which resulted in deferred tax expense/(benefit) of $183 million, $36 million and ($8 million) in 2021, 2020 and 2019, respectively.

The deferred tax adjustments in 2021 relate primarily to the U.K.

tax law changes enacted in June 2021, which increased the U.K.

corporate income tax rate from 19% to 25% effective April 1, 2023.

The deferred tax adjustments in 2020 were due to the tax law changes enacted in July 2020, which increased the U.K.

corporate income tax rate from 17% to 19% effective April 1, 2020, as well as impacts of U.S.

state apportionment charges.

• Other tax adjustments of $3 million in 2019 for audit settlement payments primarily related to pre-acquisition tax matters in connection with our acquisition of NYSE in 2013.

and other tax adjustments in 2018 including a $17 million tax benefit on the sale of Trayport, partially offset by an audit settlement for a pre-acquisition period in connection with our acquisition of NYSE in 2013.

For additional information on these items, refer to our consolidated financial statements included in this Annual Report and “- Recent Developments,” “- Consolidated Operating Expenses”, “- Consolidated Non-Operating Income (Expenses)” and “-Consolidated Income Tax Provision” above.

Off-Balance Sheet Arrangements

As described in Notes 3 and 14 to our consolidated financial statements, which are included elsewhere in this Annual Report, certain clearing house collateral and Bakkt custodial assets are reported off-balance sheet.

As described in Note 14 to our consolidated financial statements, which are included elsewhere in this Annual Report, certain clearing house collateral is reported off-balance sheet.

We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities.

Contractual Obligations and Commercial Commitments

The following presents our contractual obligations (which we intend to fund from existing cash as well as cash flow from operations) and commercial commitments as of December 31, 2020 (in millions):

Payments Due by Period

Total Less Than

1 Year 1-3 Years 4-5 Years After

Contractual Obligations:

Short-term and long-term debt and interest

$ 23,084 $ 2,799 $ 4,696 $ 1,866 $ 13,723

Operating lease obligations

426 79 152 112 83

Purchase obligations

244 152 88 4 —

Total contractual cash obligations

$ 23,754 $ 3,030 $ 4,936 $ 1,982 $ 13,806

Purchase obligations include our estimate of the minimum outstanding obligations under agreements to purchase goods or services that we believe are enforceable and legally binding and that specify all significant terms, including:

fixed or minimum quantities to be purchased;

fixed, minimum or variable price provisions;

and the approximate timing of the transaction.

Purchase obligations exclude agreements that are cancellable at any time without penalty.

We have excluded from the contractual obligations and commercial commitments listed above $84.1 billion in cash margin deposits, guaranty funds and delivery contracts payable.

We intend to fund our contractual obligations and commercial commitments from existing cash and cash flow from operations.

As of December 31, 2021, our primary cash requirements include the following contractual and other obligations.

As of December 31, 2021, we had $13.9 billion in outstanding debt, including $1.5 billion of short-term debt.

Our outstanding debt consists of $12.9 billion of fixed rate senior notes, $1.0 billion under our U.S.

dollar commercial paper program, or the Commercial Paper Program and $10 million under credit lines at our ICE India subsidiaries.

Our operating leases primarily relate to our leased office space and data center facilities, and as of December 31, 2021, we had fixed lease payment obligations of $350 million, with $82 million payable within one-year.

We have other purchase obligations to purchase various goods and services that we believe are enforceable and legally binding.

In addition, we have $150.4 billion in cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin.

Clearing members of our clearing houses are required to deposit original margin and variation margin and to make deposits to a guaranty fund.

The cash deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheet as current assets with corresponding current liabilities to the clearing members that deposited them.

The cash and cash equivalent deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheet as current assets with corresponding current liabilities to the clearing members that deposited them.

ICE NGX administers the physical delivery of energy trading contracts.

It has an equal and offsetting claim to and from its respective participants on opposite sides of the physically-settled contract, each of which is reflected as a delivery contract receivable with an offsetting delivery contract payable.

See Note 14 to our consolidated financial statements included in this Annual Report for additional information on our clearing houses and the margin deposits, guaranty funds and delivery contracts payable.

We have also excluded unrecognized tax benefits, or UTBs.

As of December 31, 2020, our cumulative UTBs were $188 million, and interest and penalties related to UTBs were $39 million.

See Note 14 to our consolidated financial statements included in this Annual Report for additional information on our clearing houses and the margin deposits, guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin.

We also have unrecognized tax benefits, or UTBs.

As of December 31, 2021, our cumulative UTBs were $229 million, and accrued interest and penalties related to UTBs were $49 million.

We are under examination by various tax authorities.

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As of December 31, 2021, we, through NYSE, have net obligations of $103 million related to our pension and other benefit programs.

The date of payment under these net obligations cannot be determined and have been excluded from the table above.

The date of payment under these net obligations cannot be determined.

See Note 16 to our consolidated financial statements for additional information on our pension and other benefit programs.

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Our goodwill and other indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired.

We test our goodwill for impairment at the reporting unit level, and we have identified four reporting units, which have been updated in 2020 to reflect our new segment presentation.

We test our goodwill for impairment at the reporting unit level, and we have identified four reporting units, which were updated in 2020 to reflect our new segment presentation.

Our reporting units identified for our goodwill testing are the NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology reporting units.

These impairment evaluations are performed by comparing the carrying value of the goodwill or other indefinite-lived intangibles to its estimated fair value.

In accordance with our adoption of Accounting Standards Update 2017-04, Simplifying the Test for Goodwill Impairment , or ASU-2017, for both goodwill and indefinite-lived intangible impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-

lived intangible asset is less than its carrying amount.

In accordance with Accounting Standards Update 2017-04, Simplifying the Test for Goodwill Impairment , or ASU-2017, for both goodwill and indefinite-lived intangible impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount.

If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference.

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During 2019, we recorded an impairment charge of $31 million on the remaining value of exchange registration intangible assets on ICE Futures Singapore as a result of a decrease in fair value determined during our annual impairment testing.

We did not record any impairments in 2020 as a result of our goodwill or indefinite-lived impairment testing.

We did not record any impairments in 2021 or 2020 as a result of our goodwill or indefinite-lived impairment testing.

We are also required to evaluate other finite-lived intangible assets for impairment by first determining whether events or changes in circumstances indicate that the carrying value of these assets to be held and used may not be recoverable.

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Deferred tax assets and liabilities are measured using current enacted tax rates in effect for the years in which those temporary differences and carryforwards are expected to reverse.

SEC Staff Accounting Bulletin No.

118, or SAB 118, provided guidance for companies that had not completed their accounting for the income tax effects of the TCJA in the period of enactment, allowing for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts.

As of December 31, 2018, we had completed our accounting for the tax effects of the enactment of the TCJA.

We reaffirmed our position that we were not subject to transition tax under the TCJA as of December 31, 2017.

In addition, we concluded that the $764 million of deferred tax benefit recorded in the 2017 financial statements was a reasonable estimate of the TCJA’s impact on our deferred tax and no further adjustments are necessary.

The FASB Staff also provided additional guidance to address the accounting for the effects of the provisions related to the taxation of Global Intangible Low-Taxed Income noting that companies should make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse in future years or to include the tax expense in the year it is incurred.

We have completed our analysis of the effects of these provisions and have made a policy election to recognize such taxes as current period expenses when incurred.

The FASB Staff has provided additional guidance to address the accounting for the effects of the provisions related to the taxation of Global Intangible Low-Taxed Income noting that companies should make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse in future years or to include the tax expense in the year it is incurred.

We have made a policy election to recognize such taxes as current period expenses when incurred.

We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position.

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We operate within multiple domestic and foreign taxing jurisdictions and are subject to audit in these jurisdictions by domestic and foreign tax authorities.

These audits include questions regarding our tax filing positions, including the timing

and amount of deductions taken and the allocation of income among various tax jurisdictions.

These audits include questions regarding our tax filing positions, including the timing and amount of deductions taken and the allocation of income among various tax jurisdictions.

We record accruals for the estimated outcomes of these audits, and the accruals may change in the future due to new developments in each matter.

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We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term and long-term restricted cash and cash equivalents, short-term and long-term investments and indebtedness.

As of December 31, 2020 and 2019, our cash and cash equivalents, short-term and long-term restricted cash and cash equivalents and short-term and long-term investments were $2.0 billion and $2.2 billion, respectively, of which $245 million and $282 million, respectively, were denominated in pounds sterling, euros or Canadian dollars, and the remaining amounts are denominated in U.S.

As of December 31, 2021 and 2020, our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents were $2.0 billion for both periods, of which $276 million and $245 million, respectively, were denominated in pounds sterling, euros or Canadian dollars, and the remaining amounts are denominated in U.S.

We do not use our investment portfolio for trading or other speculative purposes.

A hypothetical 50% decrease in short-term interest rates would decrease annual pre-tax earnings by $5 million as of December 31, 2020, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.

A hypothetical 50% decrease in short-term interest rates would have an immaterial impact on our annual pre-tax earnings as of December 31, 2021, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.

As of December 31, 2021, we had $13.9 billion in outstanding debt, of which $12.9 billion relates to our fixed rate senior notes.

The remaining amount outstanding of $3.6 billion relates to $2.4 billion outstanding under our Commercial Paper Program and $1.2 billion of floating rate senior notes, each of which bear interest at fluctuating rates, and $6 million under a line of credit at our ICE India subsidiary.

A hypothetical 100 basis point increase in short-term interest rates relating to the amounts of floating rate debt outstanding as of December 31, 2020 would decrease annual pre-tax earnings by $36 million, assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity.

See Note 10 to our consolidated financial statements included in this Annual Report.

The remaining amount outstanding of $1.0 billion relates to $1.0 billion outstanding under our Commercial Paper Program, which bears interest at fluctuating rates, and $10 million under lines of credit at our India subsidiaries.

A hypothetical 100 basis point increase in short-term interest rates relating to the amounts under our Commercial Paper Program as of December 31, 2021 would decrease annual pre-tax earnings by $10 million, assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity.

See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations – Debt," and Note 10 to our consolidated financial statements included in this Annual Report.

The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions.

The weighted average interest rate on our Commercial Paper Program decreased from 0.40% as of December 31, 2020 to 0.33% as of December 31, 2021.

The decrease in the Commercial Paper Program weighted average interest rate was primarily due to the decision by the U.S.

Federal Reserve to decrease the federal funds short-term interest rate by 150 basis points in March 2020 due to the impact of COVID-19 on financial markets, which impacted the liquidity and pricing volatility for all commercial paper issuances.

The effective interest rate of commercial paper issuances will continue to fluctuate based on the movement in short-term interest rates along with shifts in supply and demand within the commercial paper market.

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Foreign currency transaction risk related to the settlement of foreign currency denominated assets, liabilities and payables occurs through our operations, which are received in or paid in pounds sterling, Canadian dollars, or euros, due to the increase or decrease in the foreign currency exchange rates between periods.

We incurred foreign currency transaction losses of $5 million in both 2020 and 2019 inclusive of the impact of foreign currency hedging transactions.

The foreign currency transaction gains/(losses) were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S.

We incurred foreign currency transaction losses of $13 million and $5 million in 2021 and 2020, respectively inclusive of the impact of foreign currency hedging transactions.

The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S.

A 10% adverse change in the underlying foreign currency exchange rates as of December 31, 2021, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency loss of $15 million.

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Clearing House Cash Deposit Risks

The ICE Clearing Houses hold material amounts of clearing member cash and cash equivalent deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks.

Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent deposits, which were $84.1 billion as of December 31, 2020.

The ICE Clearing Houses hold material amounts of clearing member margin deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks.

Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $150.4 billion as of December 31, 2021.

While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these deposits.

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If we were required to sell securities prior to maturity, and interest rates had risen, the sale might be made at a loss relative to the carrying value.

Our clearing houses seek to manage this risk by making short term investments.

For example, where possible and in accordance with regulatory requirements, the clearing houses invest

cash pursuant to overnight reverse repurchase agreements or term reverse repurchase agreements with short dated maturities.

Our clearing houses seek to manage this risk by making short term

For example, where possible and in accordance with regulatory requirements, the clearing houses invest cash pursuant to overnight reverse repurchase agreements or term reverse repurchase agreements with short dated maturities.

In addition, the clearing house investment guidelines allow for direct purchases of high quality sovereign debt (for example, U.S.

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Such advisors do not hold clearing member cash or cash equivalent deposits or the underlying investments.

Clearing house property is held in custody accounts under clearing house control with credit worthy custodians including JPMorgan Chase Bank N.A., Citibank N.A., BNY Mellon, BMO Harris N.A.

and Euroclear Bank Brussels (for non-U.S.

dollar deposits).

Clearing house property is held in custody accounts under clearing house control with credit worthy custodians.

The ICE Clearing Houses employ (or may employ) multiple investment advisors and custodians to ensure that in the event a single advisor or custodian is unable to fulfill its role, additional advisors or custodians are available as alternatives.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis