What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-02-03 compared with 2021-02-04 · 482 added, 610 removed, 2136 unchanged (34% of the section changed)

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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Financial Statements

Report of Independent Registered Public Accounting Firm on Financial Statements (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020

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Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, 2021.

Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Ellie Mae, Inc., or Ellie Mae, which is included in our 2020 consolidated financial statements and constituted $314 million and $66 million of our total and net assets, respectively, as of December 31, 2020, and $351 million and $148 million of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

Our independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit Committee, subject to ratification by our stockholders.

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/s/ Jeffrey C.

Sprecher /s/ Scott A.

Sprecher Scott A.

Sprecher /s/ A.

Warren Gardiner

Chairman of the Board and Chief Financial Officer

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and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Ellie Mae, Inc.

(Ellie Mae), which is included in the 2020 consolidated financial statements of the Company and constituted $314 million and $66 million of total and net assets, respectively, as of December 31, 2020, and $351 million and $148 million of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Ellie Mae.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes, and our report dated February 3, 2022 expressed an unqualified opinion thereon.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical accounting matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Acquisition of Ellie Mae

Description of the Matter As discussed in Note 3 to the consolidated financial statements, during 2020, the Company completed its acquisition of Ellie Mae, Inc.

(Ellie Mae) for aggregate consideration of $11.4 billion.

This transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of Ellie Mae was complex due to the significant estimation in the Company’s determination of fair value of identified intangible assets of $4.5 billion, which principally consisted of customer relationships, backlog, trademark/tradenames and developed technology (collectively referred to as the indentified intangibles).

The significant estimation was primarily due to sensitivity of the fair value to underlying assumptions about future performance of the acquired business in the Company’s discounted cash flow models used to measure the identified intangibles.

These significant assumptions included the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

How we Addressed the

Matter in Our Audit 00000 We tested the Company's controls that address the risk of material misstatement relating to the Company's accounting for the acquisition.

For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangibles, which included testing controls over management’s review of assumptions used in its respective valuation models.

To test the estimated fair value of the identified intangibles, we performed audit procedures that included, among others, evaluating the valuation methodology and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the estimated fair value.

We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate, including testing the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

For example, we compared these significant assumptions to current industry, market and economic trends, to assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business, and to the Company’s budgets and forecasts, in addition to performing sensitivity analysis over these assumptions.

We also evaluated the adequacy of the Company’s disclosures included in Note 3 in relation to these acquisition matters.

Critical Audit Matter

The critical accounting matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Income Taxes

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Consolidated income tax expense, including the liability for unrecognized tax benefits, is an estimate based on management’s understanding and interpretation of current enacted tax laws and tax rates of each tax jurisdiction.

For the year-ended December 31, 2020, the Company recognized consolidated income tax expense of $658 million, and as of December 31, 2020, the Company accrued liabilities of $188 million for unrecognized tax benefits.

For the year-ended December 31, 2021, the Company recognized consolidated income tax expense of $1.629 billion, and as of December 31, 2021, the Company accrued liabilities of $229 million for unrecognized tax benefits.

Auditing the Company's accounting for consolidated income tax expense was complex because management’s calculation of consolidated income tax expense involves application and interpretation of complex tax laws.

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For example, we tested controls over management’s calculation of the federal, state and foreign components of income tax expense including management’s controls over the identification and ongoing review of its unrecognized tax benefits.

To test consolidated income tax expense, we performed audit procedures that included, among others, recalculation of consolidated income tax expense and agreeing the data used

in the calculations to the Company’s underlying books and records.

To test consolidated income tax expense, we performed audit procedures that included, among others, recalculation of consolidated income tax expense and agreeing the data used in the calculations to the Company’s underlying books and records.

We involved our tax professionals to evaluate the application of tax law to management’s calculation methodologies and tax positions.

This included assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party advice obtained by the Company.

We also evaluated assumptions the Company used to develop its tax positions and related unrecognized tax benefit amounts by jurisdiction.

For example, we compared the estimated liabilities for unrecognized tax benefits to similar positions in prior periods and assessed management’s consideration of current tax controversy and litigation and trends in similar positions challenged by tax authorities.

We assessed the historical accuracy of management’s estimates of its unrecognized tax benefits by comparing the estimates with the resolution of those positions.

We also evaluated the adequacy of the Company’s disclosures included in Note 13 in relation to these tax matters.

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Short-term restricted cash and cash equivalents

Cash and cash equivalent margin deposits and guaranty funds 145,936 81,628

Invested deposits, delivery contracts receivable and unsettled variation margin 4,493 2,455

Customer accounts receivable, net of allowance for doubtful accounts of $ 24 and $ 27 , respectively

Margin deposits, guaranty funds and delivery contracts receivable

84,083 64,987

Prepaid expenses and other current assets

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Short-term debt 1,521 2,411

Margin deposits, guaranty funds and delivery contracts payable

84,083 64,987

Margin deposits and guaranty funds 145,936 81,628

Invested deposits, delivery contracts payable and unsettled variation margin 4,493 2,455

Other current liabilities 153 155

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Total non-current liabilities

17,343 18,574

Total liabilities

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Preferred stock, $ 0.01 par value;

100 authorized;

100 shares authorized;

none issued or outstanding

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Retained earnings

14,350 11,039

Accumulated other comprehensive loss

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Depreciation and amortization

1,009 751 662

Total operating expenses

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Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax expense (benefit) of $ — , $ 1 and ($ 1 ) for 2020, 2019 and 2018, respectively, and net impact of $ 1 from adoption of ASU 2018-02 in 2018

Foreign currency translation adjustments, net of tax expense of $ — , $ — and $ 1 for 2021, 2020 and 2019, respectively

Change in equity method investment

Employee benefit plan net gains (losses), net of tax expense of $ 3 , $ 9 and $ 9 in 2020, 2019 and 2018, respectively, and net impact of $ 25 from adoption of ASU 2018-02 in 2018

Employee benefit plan net gains, net of tax expense of $ 4 , $ 3 and $ 9 in 2021, 2020 and 2019, respectively

Other comprehensive income (loss)

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604 6 ( 35 ) ( 2,354 ) 11,547 8,317 ( 315 ) 30 17,231 71

Other comprehensive loss

Other comprehensive income

— — — — — — 72 — 72 —

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— — — — 143 — — — 143 11

Issuance of restricted stock

Issuance under the employee stock purchase plan

— — — — 29 — — — 29 —

Changes in non-controlling interest

Issuance of restricted stock

2 — — — — — — — — —

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— — — — — ( 621 ) — — ( 621 ) —

Redeemable non-controlling interest — — — — — — — — — 71

Impact of adoption of ASU 2018-02 to reclassify items stranded in other comprehensive income

— — — — — 26 ( 26 ) — — —

Net income attributable to non-controlling interest — — — — — ( 27 ) — 30 3 ( 4 )

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607 6 ( 53 ) ( 3,879 ) 11,742 9,629 ( 243 ) 31 17,286 78

Impact of adoption of ASU 2016-13, net of tax — — — — — ( 10 ) — — ( 10 ) —

Other comprehensive income — — — — — — 51 — 51 —

— — — — — — 72 — 72 —

Stock consideration issued for acquisition 18 — — — 1,895 — — — 1,895 —

Exercise of common stock options

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1 — — — 33 — — — 33 —

Warrants issued to minority interest holders — — — — 3 — — — 3 2

Issuance of restricted stock

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— — — — — ( 669 ) — — ( 669 ) —

Redeemable non-controlling interest — — — — — — — — — 10

Issuance of non-controlling interest — — — — — — — 9 9 —

Net income attributable to non-controlling interest — — — — — ( 19 ) — 27 8 ( 8 )

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629 $ 6 ( 68 ) $ ( 5,200 ) $ 13,845 $ 11,039 $ ( 192 ) $ 36 $ 19,534 $ 93

Impact of adoption of ASU 2016-13, net of tax — — — — — ( 10 ) — — ( 10 ) —

Other comprehensive income — — — — — — ( 4 ) — ( 4 ) —

Stock consideration issued for acquisition 18 — — — 1,895 — — — 1,895 —

Exercise of common stock options

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— — — — 42 — — — 42 —

Warrants issued to minority interest holders — — — — 3 — — — 3 2

Issuance of restricted stock

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— — — — — ( 747 ) — — ( 747 ) —

Redeemable non-controlling interest — — — — — — — — — 10

Issuance of non-controlling interest — — — — — — — 9 9 —

Bakkt deconsolidation adjustment — — — — ( 3 ) — — — ( 3 ) ( 107 )

Net income attributable to non-controlling interest — — — — — ( 11 ) — 24 13 ( 13 )

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Depreciation and amortization

1,009 751 662

Stock-based compensation

Deferred taxes

Gain on acquisition of remaining MERS interest

Gain on equity investments ( 55 ) — —

537 92 ( 33 )

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

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

Gain on equity investments ( 34 ) ( 55 ) —

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

Changes in assets and liabilities:

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Section 31 fees payable

( 150 ) 69 34

Deferred revenue

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Total adjustments

( 946 ) 773 699

Net cash provided by operating activities

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Return of capital from equity method investment

Purchases of equity investments

Proceeds from investments, net

Net cash provided by (used in) investing activities

( 9,830 ) ( 594 ) ( 1,755 )

Purchase of equity method investment ( 117 ) — —

Proceeds from the sale of Coinbase investment 1,237 — —

Proceeds from other investments, net 1 4 9

Purchases of invested margin deposits ( 5,050 ) ( 3,371 ) ( 1,890 )

Proceeds from sale of invested margin deposits 3,661 2,840 744

Net cash used in investing activities ( 786 ) ( 10,361 ) ( 1,740 )

Financing activities:

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( 747 ) ( 669 ) ( 621 )

Change in cash and cash equivalent margin deposits and guaranty funds 65,697 19,256 1,329

Payments relating to treasury shares received for restricted stock tax payments and stock option exercises

( 70 ) ( 74 ) ( 65 )

Acquisition of non-controlling interest — — ( 35 )

Proceeds from issuance of redeemable non-controlling interest

Net cash provided by (used in) financing activities 62,026 26,000 ( 424 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents

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

Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year

2,188 1,872 1,568

Cash, cash equivalents, and restricted cash and cash equivalents at end of year

$ 1,991 $ 2,188 $ 1,872

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds ( 6 ) 8 4

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

Cash, cash equivalents, restricted cash and cash equivalents and cash and cash equivalent margin deposits and guaranty funds at beginning of year 83,619 65,091 64,592

Cash, cash equivalents, restricted cash and cash equivalents and cash and cash equivalent margin deposits and guaranty funds at end of year $ 147,976 $ 83,619 $ 65,091

Supplemental cash flow disclosures:

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Cash paid for income taxes $ 1,057 $ 642 $ 557

$ 642 $ 557 $ 533

Cash paid for interest $ 406 $ 298 $ 280

$ 298 $ 280 $ 202

See accompanying notes.

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Nature of Business and Organization

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.

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

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

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

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

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

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

residential mortgage market.

We operate marketplaces and provide data services in the U.S., United Kingdom, or U.K., European Union or EU, Canada and Singapore, and offer technology and data solutions to the U.S.

mortgage industry.

We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

Summary of Significant Accounting Policies

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

Where outside owners hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and are subject to remeasurement when repurchase is probable (Note 3).

All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation.

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Segment and Geographic Information

We previously operated and presented our results 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 the captions in which we present revenue in our financial statements because we determined that a change in reportable segments had occurred.

As of December 31, 2021, our business is conducted through three reportable business segments:

our Exchanges segment, our Fixed Income and Data Services segment, and our Mortgage Technology segment.

This presentation is reflective of how our chief

operating decision maker reviews and operates our business.

This presentation is reflective of how our chief operating decision maker reviews and operates our business.

The majority of our identifiable assets are located in the U.S and U.K.

Cash and Cash Equivalents, Short-Term and Long-Term Restricted Cash and Cash Equivalents, and Cash and Cash Equivalent Margin Deposits and Guaranty Funds

Cash and Cash Equivalents

We consider all short-term, highly liquid investments with original maturities at the purchase date of three months or less to be cash equivalents.

We consider all short-term, highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Short-Term and Long-Term Restricted Cash and Cash Equivalents

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These are classified as cash equivalents, are short-term in nature and carrying amount approximates fair value.

Cash and Cash Equivalent Margin Deposits and Guaranty Funds (Cash and Cash Equivalent Margin)

Original margin, variation margin and guaranty funds received by our clearing houses may be in the form of cash, government obligations, certain agency debt, letters of credit or on rare occasions, gold (Note 14).

We hold the cash deposits at central banks, highly-rated financial institutions or at times secure the cash through reverse repurchase agreements or direct investments, certain of which are not cash equivalents.

See "Credit Risk and Significant Customers", below.

Although not included in short term restricted cash and cash equivalents, cash and cash equivalent margin represent a form of restricted cash.

The amount of cash and cash equivalent margin deposits on hand will fluctuate over time as a result of, among other things, the extent of open positions held at any point in time by market participants in contracts and the margin rates then in effect for such contracts, as well as the extent to which we invest in non-cash and cash equivalents.

Consolidated Statement of Cash Flows Presentation

As of December 31, 2021, we revised our consolidated statements of cash flows to include changes in cash and cash equivalent margin within cash flows from financing activities and changes in invested margin deposits within cash flows from investing activities.

This immaterial revision did not have an effect on our previously reported consolidated balance sheets, statements of income, statements of comprehensive income, or statements of changes in equity and redeemable non-controlling interest or the related disclosures.

Cash and cash equivalent margin amounts cannot be used to satisfy the Company's operating or other liabilities, as further discussed in Note 14.

The following table summarizes the immaterial revisions to our historical consolidated statements of cash flows for each of the years presented (in millions):

As of December 31, 2020 As of December 31, 2019

As Previously Presented Adjustment As Adjusted As Previously Presented Adjustment As Adjusted

Purchases of invested margin deposits (within investing activities) $ — $ ( 3,371 ) $ ( 3,371 ) $ — $ ( 1,890 ) $ ( 1,890 )

Proceeds from sales of invested margin deposits (within investing activities) — 2,840 2,840 — 744 744

Net cash used in investing activities ( 9,830 ) ( 531 ) ( 10,361 ) ( 594 ) ( 1,146 ) ( 1,740 )

Change in cash and cash equivalent margin deposits and guaranty funds (within financing activities) — 19,256 19,256 — 1,329 1,329

Net cash provided by (used in) financing activities 6,744 19,256 26,000 ( 1,753 ) 1,329 ( 424 )

Net (decrease) increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds ( 197 ) 18,725 18,528 316 183 499

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of year 2,188 62,903 65,091 1,872 62,720 64,592

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of year $ 1,991 $ 81,628 $ 83,619 $ 2,188 $ 62,903 $ 65,091

A reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds as presented in the consolidated statements of cash flows to the balance sheet is as follows (in millions):

December 31, 2021 As of December 31, 2020 As of December 31, 2019 As of December 31, 2018

Cash and cash equivalents $ 607 $ 583 $ 841 $ 724

Short-term restricted cash and cash equivalents 1,035 1,000 943 818

Long-term restricted cash and cash equivalents 398 408 404 330

Cash and cash equivalent margin deposits and guaranty funds 145,936 81,628 62,903 62,720

Total $ 147,976 $ 83,619 $ 65,091 $ 64,592

We have made various investments in the equity securities of other companies.

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Short-term and long-term investments are included in other current and other non-current assets, respectively, in the accompanying consolidated balance sheets.

Equity Investments

Investments in equity securities, or equity investments, are carried at fair value, with changes in fair value, whether realized or unrealized, recognized in net income.

For those investments that do not have readily determinable fair market values, such as those which are not publicly-listed companies, we have made a fair value policy election under ASU No.

For those investments that we do not control and which do not have readily determinable fair market values, such as those which are not publicly-listed companies, we have made a fair value policy election under ASU No.

2016-01, Financial Instruments - Overall (Subtopic 825-10):

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The election requires us to only adjust the fair value of such investments if and when there is an observable price change in an orderly transaction of a similar or identical investment, with any change in fair value recognized in net income.

Equity Method Investments

When we do not have a controlling financial interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investments are accounted for using the equity method and included in other non-current assets.

We recognize dividends when declared as a reduction in the carrying value of our equity method investments.

Margin Deposits, Guaranty Funds and Delivery Contracts Receivable and Payable

Original margin, variation margin and guaranty funds held by our clearing houses may be in the form of cash, government obligations, certain agency debt, letters of credit or on rare occasions, gold (Note 14).

We hold the cash deposits at central banks, highly-rated financial institutions or through reverse repurchase agreements or direct investments.

See "Credit Risk and Significant Customers", below.

Cash and cash equivalent original margin, variation margin and guaranty fund deposits are reflected as current assets and current liabilities.

The amount of margin deposits on hand will fluctuate over time as a result of, among other things, the extent of open positions held at any point in time by market participants in contracts and the margin rates then in effect for such contracts.

Changes in our margin accounts are not reflected in our consolidated statements of cash flows.

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

Any income, gain or loss accrues to the clearing members.

ICE NGX owns a clearing house which administers the physical delivery of energy trading contracts.

It serves as an intermediary counterparty to both the buyer and seller.

When physical delivery has occurred and/or settlement amounts have been determined, an asset is recorded as a delivery contract receivable and an offsetting payable is recorded for the amounts owed to or due from the contract participants.

Amounts recorded at period-end represent receivables and payables for deliveries that have occurred but for which payment has not been received or made.

There is no impact on our consolidated statements of income as an equal amount is recognized as both an asset and a liability.

ICE NGX also records unsettled variation margin equal to the fair value of open energy trading contracts as of the balance sheet date.

We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary.

If the investment is determined to have a decline

in value deemed to be other than temporary it is written down to estimated fair value.

We did not identify impairment associated with our equity method investments as of December 31, 2021.

Property and Equipment

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Development costs incurred during the preliminary or maintenance project stages are expensed as incurred.

Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, generally not exceeding three years (except for certain ICE Data Services and NYSE platforms, which have seven-year useful lives).

Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, generally not exceeding three years (except for certain ICE Data Services, ICE Mortgage Technology and NYSE platforms, which have seven-year useful lives).

Amortization begins only when the software becomes ready for its intended use.

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Goodwill has been allocated to our reporting units for purposes of impairment testing based on the portion of synergy, cost savings and other expected future cash flows expected to benefit the reporting units at the time of the acquisition.

Our reporting units in 2020 have been updated to reflect our new segment presentation.

Our reporting units were updated in 2020 to reflect our new segment presentation.

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

Goodwill impairment testing is performed annually at the reporting unit level in the fiscal fourth quarter or more frequently if conditions exist that indicate that it may be impaired, or if changes are made to the reporting units.

Goodwill impairment testing is

performed annually at the reporting unit level in the fiscal fourth quarter or more frequently if conditions exist that indicate that it may be impaired, or if changes are made to the reporting units.

In 2020, we performed a goodwill impairment test prior to and after the change in our reporting units.

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Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

We review our property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

We review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

When these indicators exist, we project undiscounted net future cash flows over the remaining life of such assets.

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We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.

We recognize the tax effects related to Global Intangible Low-Taxed Income in the period it is incurred.

We are subject to tax in numerous domestic and foreign jurisdictions primarily based on our operations in these jurisdictions.

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Fluctuations in the actual outcome of these future tax consequences could have a material impact on our financial position or results of operations.

During 2018, we completed our accounting for the tax effects of the enactment of the U.S.

Federal Tax Cuts and Jobs Act, or TCJA.

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

In addition, we concluded that the $ 764 million of deferred tax benefit recorded in the 2017 income tax provision was a reasonable estimate of the TCJA's effects on our deferred tax balances.

The Financial Accounting Standards Board, or FASB, provided 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 as Global

Intangible Low-Taxed Income 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.

We use a portfolio approach with respect to pension, postretirement benefits plan obligations and currency translation matters when we determine the timing and extent to which stranded income tax effects from items that were previously recorded in accumulated other comprehensive income are released.

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We have assessed the costs incurred to obtain or fulfill a contract with a customer and determined them to be immaterial.

See “Recently Adopted Accounting Pronouncements” below for the new revenue recognition accounting standard and its impact on our revenues.

Activity Assessment Fees and Section 31 Fees

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We measure and recognize compensation expense for share-based payment awards, including employee stock options, restricted stock and shares purchased under the ESPP based on estimated fair values on the date of grant.

The value of the portion of the

award that is ultimately expected to vest is recognized as stock-based compensation expense over the requisite service period.

The value of the portion of the award that is ultimately expected to vest is recognized as stock-based compensation expense over the requisite service period.

We use the Black-Scholes pricing model to value stock option awards as well as shares purchased as part of our ESPP.

The values estimated by the model are affected by the price of our stock as well as subjective variables that include assumed interest rates, our expected dividend yield, our expected share price volatility over the term of the awards and actual and projected employee stock option exercise behavior.

Under our ESPP, employees may purchase shares of our common stock at a price equal to 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

Under our ESPP, employees may purchase shares of our

common stock at a price equal to 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

We record compensation expenses related to the discount given to our participating employees.

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dollar account at the Federal Reserve Bank of Chicago as of December 31, 2021.

ICE Clear Europe maintains a euro-denominated account at the De Nederlandsche Bank, or DNB, the central bank of the Netherlands, as well as pounds sterling- and euro-denominated accounts at the Bank of England, or BOE, the central bank of the U.K.

ICE Clear Europe maintains a euro-denominated account at the European Central Bank, or ECB, the central bank of the Netherlands, as well as pounds sterling- and euro-denominated accounts at the Bank of England, or BOE, the central bank of the U.K.

These accounts provide the flexibility for ICE Clear Europe to place euro- and pounds sterling-denominated cash margin securely at national banks, in particular during periods when liquidity in the euro and pounds sterling repo markets may temporarily become contracted.

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Our accounts receivable related to fixed income and data services revenues, cash trading, listing revenues, technology revenues, CDS and bilateral OTC energy transaction revenues and mortgage technology services subjects us to credit (collection) risk, as we do not require these customers to post collateral.

We limit our risk of loss by terminating access, remain listed or receive data or other services for entities with delinquent accounts.

We limit our risk of loss by terminating a customer's ability to remain listed or receive data or terminating other services for entities with delinquent accounts.

The concentration of risk on accounts receivable is also mitigated by the large number of entities comprising our customer base.

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This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with credit facilities and other external costs directly related to the proposed or closed transactions.

The acquisition-related transaction and integration costs incurred during 2021 are primarily related to our integration of Ellie Mae and the Bakkt transaction (Note 3).

The acquisition-related transaction and integration costs incurred during 2020 primarily relate to costs incurred for our acquisitions of Ellie Mae and Bridge2 Solutions.

Acquisition-related transaction and integration costs were nominal in 2019.

The acquisition-related transaction and integration costs incurred during 2018 primarily relate to employee termination and lease termination costs related to our Interactive Data acquisition, professional services costs resulting from our 2018 acquisitions and a $ 5 million banker success fee in connection with our acquisition of TMC Bonds.

The integration of Interactive Data was completed by June 30, 2018.

Fair Value of Financial Instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity investments, and short-term and long-term debt (Note 17).

Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity and equity method investments, and short-term and long-term debt (Note 17).

The fair value of our financial instruments is measured based on a three-level hierarchy:

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Adopted on January 1, 2019.

This guidance will be applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our consolidated financial statements or related disclosures.

This guidance is applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our consolidated financial statements or related disclosures.

ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans — General (Subtopic 715-20):

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Certain other disclosure requirements described in Subtopic 715-20 were not applicable to us.

Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers , and ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers , collectively referred to as ASC 606.

Adopted retrospectively on January 1, 2018 and restated each prior period presented.

Further disclosures and details on our adoption are discussed below.

2017-07, Compensation-Retirement Benefits (Topic 715):

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost requires that an employer disaggregate the service cost component from the other components of net benefit cost.

The amendments also provide explicit guidance on how to present the service cost component in the same line item as other related compensation costs, and the other components of net benefit cost in the income statement outside of operating income.

The guidance only allows the service cost component of net benefit cost to be eligible for capitalization.

Adopted on January 1, 2018 and applied retrospectively to each prior period presented We have a pension plan, a U.S.

nonqualified supplemental executive retirement plan, and post-retirement defined benefit plans that are all impacted by the guidance.

Each of these plans are frozen and do not have a service cost component, which means the expense or benefit recognized under each plan represents other components of net benefit cost as defined in the guidance.

The combined net periodic expense of these plans was $ 8 million in 2018 and was previously reported as an adjustment to compensation and benefits expenses in the accompanying consolidated statements of income.

Following our adoption, these amounts were reclassified to be included in other income, net, and these adjustments had no impact on net income.

Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements

2018-02, Reclassification of Certain Tax Effects from Accumulative Other Comprehensive Income , or ASU 2018-02, gave entities the option to reclassify to retained earnings certain tax effects related to items in accumulated other comprehensive income, or OCI, that have been stranded in OCI as a result of the enactment of the TCJA.

Effective for fiscal years beginning after December 15, 2018 with early adoption permitted.

We elected early adoption and adopted in the fourth quarter of 2018.

The impact of our adoption was a balance sheet reclassification from OCI to retained earnings of $ 26 million, which was reflected in our consolidated balance sheet as of December 31, 2018.

In connection with our adoption, we made a policy election to use a portfolio approach with respect to pension, postretirement benefit plan obligations and currency translation matters when we determine the timing and extent to which stranded income tax effects from items that were previously recorded in accumulated other comprehensive income are released.

Adoption of ASC 606, Revenues from Contracts with Customers

On January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers , and ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers , collectively referred to as ASC 606.

ASC 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

ASC 606 superseded prior revenue recognition guidance and requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

ASC 606 requires enhanced disclosures, including (i) revenue recognition policies used to identify performance obligations to customers and (ii) the use of significant judgments in measurement and recognition.

We adopted ASC 606 retrospectively and restated each prior period presented.

Our adoption of ASC 606 accelerated the timing of recognition of a portion of original listing fees related to our New York Stock Exchange, or NYSE, businesses.

In addition, and to a lesser extent, the adoption decelerated the timing of recognition of a portion of clearing fee revenues.

The impact of our adoption of ASC 606 on our performance obligations in our clearing business was minimal.

Revenue recognition related to all other businesses remained unchanged.

Our adoption of ASC 606 was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements.

Additional disclosures related to ASC 606 are provided in Note 5.

We do not currently expect that any pending accounting pronouncements will have a material impact on our financial statements.

Adoption of ASU 2016-02, Leases

On January 1, 2019, we adopted ASU 2016-02, Leases , or ASU 2016-02.

On January 1, 2019, we adopted Accounting Standards Update, or ASU, 2016-02, Leases , or ASU 2016-02.

This standard requires recognition of both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures.

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There was no impact to the opening balance of retained earnings as a result of a cumulative-effect adjustment on the adoption date.

We elected the practical expedient to not reassess lease classifications, but alternatively to carry forward our historical classifications.

In addition, we elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets.

Our implementation of the amended lease guidance was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements.

At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists.

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Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using our estimated incremental borrowing rate.

Upon adoption of ASU 2016-02, we made the policy election to not record existing or future leases with a term of 12 months or less on the balance sheet, and to recognize lease expense on a straight-line basis over the lease term.

For these leases, the impact on adoption was nominal.

We have also made policy elections

related to capitalization thresholds and discount rates.

We utilize the short-term lease policy election to recognize leases with a term of 12 months or less as lease expense on a straight-line basis over the lease term and do not recognize these short-term leases on our balance sheet.

We have elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets.

We have also made policy elections related to capitalization thresholds and discount rates.

We have elected to use a portfolio approach in consideration of our incremental borrowing rate to our population of lease agreements.

Upon adoption, our incremental borrowing rate was determined based on our recent debt issuances that we believe are reflective of current borrowing rates.

Subsequent to adoption, current incremental borrowing rates were used.

Our incremental borrowing rate is determined based on indicative new issue pricing estimates reflecting our existing debt issuances and comparable industry debt issuances.

Certain lease agreements include options to extend, renew or terminate the lease agreement.

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Our lease agreements do not contain any residual value guarantees.

Upon adoption of ASU 2016-02, we recorded $ 368 million in operating lease liabilities, of which $ 53 million was included in other current liabilities and $ 315 million was included in non-current operating lease liabilities within our accompanying consolidated balance sheet.

We also recorded $ 317 million in operating lease right-of-use assets that were included as a component of property and equipment, net, in our balance sheet and are recorded in an amount equal to our lease liability, adjusted for any remaining unamortized lease incentives such as our deferred rent balances.

As part of our adoption, we eliminated $ 51 million in deferred rent liabilities, of which $ 2 million had previously been included in other current liabilities and $ 49 million had been included in other non-current liabilities on our balance sheet.

On the date of adoption, deferred rent liabilities were reclassified and presented as a reduction to the right-of-use asset, included in property and equipment, net, on our consolidated balance sheet.

Our adoption did not have an impact on our consolidated income statement.

We recognize rent expense monthly on a straight-line basis for each respective operating lease, as a reduction to the right-of-use asset.

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The CECL model requires an entity to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.

Adoption of the standard requires more timely recognition of credit losses and credit loss estimates are required to use historical information, current information and reasonable and supportable forecasts of future events.

We adopted ASU 2016-13 using the modified retrospective approach through a cumulative-effect adjustment to retained earnings on January 1, 2020.

ASU 2016-13 primarily impacted the calculation of our allowance for doubtful accounts on accounts receivable utilizing the expected credit losses model.

Our adoption of ASU 2016-13 was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements and the impact of our adoption was not material.

We do not currently hold available-for-sale debt securities, off-balance-sheet credit exposures, or other material financial assets impacted by the standard, besides those mentioned below.

We considered our material financial assets within scope, including our cash equivalents, short-term and long-term restricted cash equivalents as well as our clearing members' cash equivalent and reverse repurchase receivables, and determined that such assets have a de minimis risk of credit loss.

We consider our material financial assets within scope, including our cash equivalents, short-term and long-term restricted cash equivalents as well as our clearing members' cash equivalent and reverse repurchase receivables, and determined that such assets have a de minimis risk of credit loss.

We invest our cash and clearing members' cash by placing it in highly-rated government securities, primarily U.S.

Treasury securities and other sovereign debt with original maturities of less than three months which we consider to be cash equivalents, or into reverse repurchase agreements, referred to as reverse repos, with primarily overnight maturities.

Reverse repos are valued daily and are subject to collateral maintenance provisions whereby the counterparty must provide additional collateral if the value of the underlying securities lose value, in an amount sufficient to maintain collateralization of at least 102 %.

Reverse repos are valued daily and are subject to collateral maintenance provisions whereby the counterparty must provide additional collateral if the value of the underlying

securities lose value, in an amount sufficient to maintain collateralization of at least 102 %.

Therefore, as of and for the year ended December 31, 2021 we have not recorded a credit loss for these financial assets.

Based on the high turnover and collectability of our accounts receivable, as well as the monthly billing process for the majority of our revenue, we did not experience a significant increase in the loss provision recognized upon adoption of the CECL model.

Accounts receivable in our futures and clearing businesses have minimal credit risk as all clearing members are pre-screened, collection periods occur within one month and the services to customers are completed almost instantaneously.

Our accounts receivable related to revenues from market data, cash trading, listings, technology services, mortgage technology, CDS transactions and bilateral OTC energy transactions subject us to credit losses, but we expeditiously limit our risk of credit loss by taking action such as terminating trading or transaction access, terminating public listings or ceasing to distribute data for entities with delinquent accounts.

The concentration of risk on our accounts receivable is also mitigated by the high quality and the large number of entities comprising our customer base.

We estimated our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors.

The factors for pooling our accounts receivable balances were specific to each revenue stream based on our risk assessment, past patterns of collectability, our knowledge of the business, and customer-specific situations.

We apply estimated reserve percentages to the risk pools identified, which are derived from historical write-off factors that are based on the accounts receivable balance’s delinquency status and adjusted as appropriate for our reasonable and supportable estimates of current and future economic conditions.

We believe that historical write-off trends provide a basis for estimating future patterns of losses because there have been no significant changes in the mix or risk characteristics of the accounts receivable revenue stream pool populations from the risk pools used to calculate our historical write-off rates.

Based on the high turnover and collectability of our accounts receivable, the mitigated default and concentration risks due to the high quality and large number of entities comprising our customer base, and the monthly billing process for the majority of our revenue, we have not experienced a significant increase in the loss provision recognized upon adoption of the CECL model.

We estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors.

At each measurement date we reassess whether our accounts receivable pools continue to exhibit similar risk characteristics.

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Ending balance of allowance for doubtful accounts

$ 24 $ 27 $ 8

The impact of our adoption of ASU 2016-13 was $ 10 million, net of tax.

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We have included in our allowance assessment the impact of and our responses to the coronavirus, or COVID-19, pandemic.

Our bad debt expense in the table above includes that assessment, the impact of which was not material for the year ended December 31, 2020.

Our bad debt expense, which is included in selling, general and administive expense in our statements of income, in the table above includes that assessment, the impact of which was not material for the years ended December 31, 2021 or 2020.

We will continue to review our accounts receivable and may incur future charge-offs as better estimates become available in future periods.

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Ellie Mae Intermediate Holdings I, Inc., and its indirect wholly owned subsidiary, Ellie Mae, Inc.

(collectively, Ellie Mae) September 4, 2020 Mortgage Technology Ellie Mae is a cloud-based technology solution provider for the mortgage finance industry, and expands our ICE Mortgage Technology portfolio.

(collectively, Ellie Mae) September 4, 2020 Mortgage Technology Ellie Mae is a cloud-based technology solution provider for the mortgage finance industry, and expanded our ICE Mortgage Technology portfolio.

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.

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See below for the Ellie Mae purchase price allocation and supplemental pro forma financial information.

Company Acquisition Date Primary Segment Description

Bridge2 Solutions February 21, 2020 Exchanges Bridge2 Solutions is a leading provider of loyalty solutions for merchants and consumers.

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

As of October 31, 2021, following the Bakkt transaction discussed below, we no longer consolidate Bridge2 Solutions.

Simplifile, LC, or Simplifile

June 12, 2019

Mortgage Technology Simplifile offers an array of mortgage services, primarily serving as an electronic liaison between lenders, settlement agents and county recording offices, streamlining the local recording of residential mortgage transactions and is now part of ICE Mortgage Technology.

June 12, 2019 Mortgage Technology Simplifile offers an array of mortgage services, primarily serving as an electronic liaison between lenders, settlement agents and county recording offices, streamlining the local recording of residential mortgage transactions and is now part of ICE Mortgage Technology.

See below for the Simplifile purchase price allocation.

MERSCORP Holdings, Inc., or MERS

October 3, 2018

Mortgage Technology MERS was previously a privately held, member-based organization that owned and managed the MERS System, made up of lenders, servicers, sub-servicers, investors and government institutions.

MERS is now part of ICE Mortgage Technology.

Further disclosures and details on our acquisition of MERS are discussed below.

Company Acquisition Date Primary Segment Description

TMC Bonds, LLC, or TMC Bonds

July 23, 2018

Fixed Income and Data Services TMC Bonds, now named ICE TMC and included in our ICE Bonds business, is an electronic fixed income marketplace, supporting anonymous trading across multiple protocols in various asset classes, including municipals, corporates, treasuries, agencies and certificates of deposit.

See below for the TMC Bonds purchase price allocation.

CHX Holdings, Inc., the parent company of the Chicago Stock Exchange, Inc., or CHX

July 18, 2018

Exchanges CHX, now named NYSE Chicago, is a full-service stock exchange including trading, data and corporate listings services.

NYSE Chicago operates as a registered national securities exchange.

January 2, 2018

Fixed Income and Data Services BondPoint, now named ICE Bondpoint and included in our ICE Bonds business, was acquired from Virtu Financial, Inc.

and is a provider of electronic fixed income trading solutions for the buy-side and sell-side, offering access to centralized liquidity and automated trade execution services through its alternative trading system, or ATS.

See below for the BondPoint purchase price allocation.

During 2019, our consolidated subsidiary, Bakkt Holdings, LLC, or Bakkt, acquired two other companies which are not material to our operations.

During 2021 and 2019, we acquired multiple companies which were not material to our operations.

Ellie Mae Acquisition

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We have evaluated the impact of this acquisition and related disclosures under ASC 805- Business Combinations.

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the preliminary respective estimated fair values on the date of acquisition, as determined with the assistance of a third-party valuation specialist.

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition, as determined with the assistance of a third-party valuation specialist.

The excess of purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill.

Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets.

The preliminary purchase price allocation is as follows (in millions):

Preliminary Purchase Price Allocation

The purchase price allocation is as follows (in millions):

Purchase Price Allocation

Cash and cash equivalents $ 335

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Deferred tax liabilities on identifiable intangibles ( 1,253 )

Total preliminary purchase price allocation $ 11,428

In performing the preliminary purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Ellie Mae business.

We have not yet obtained all of the information related to the fair value of the acquired assets and liabilities.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of the identifiable intangible assets, income taxes, and certain other tangible assets and liabilities.

The allocation of the purchase price will be finalized upon the completion of the analysis of the acquired assets and liabilities within one year of the date of acquisition.

The following table sets forth the components of the preliminary intangible assets associated with the acquisition as of December 31, 2020 (in millions, except years):

Acquisition-Date Preliminary Fair Value Accumulated Amortization Net Book Value Useful Life (Years)

Total purchase price allocation $ 11,428

In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Ellie Mae business.

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

Acquisition-Date Fair Value Accumulated Amortization Net Book Value Useful Life (Years)

Customer relationships $ 3,136 $ ( 215 ) $ 2,921 10 to 20

Backlog 301 ( 14 ) 287 5 to 7

Backlog 300 ( 79 ) 221 5

Trademark/Tradenames 200 ( 14 ) 186 5 to 20

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Total $ 4,442 $ ( 455 ) $ 3,987

From the acquisition date through December 31, 2020, Ellie Mae revenues of $ 351 million, which are included in our mortgage technology revenues, and operating expenses of $ 250 million were recorded in our consolidated income statement.

From the acquisition date through December 31, 2020, Ellie Mae revenues of $ 351 million, were included in our mortgage technology revenues, and operating expenses of $ 250 million were recorded in our consolidated income statement.

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

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The unaudited pro forma financial information does not reflect any synergies or operating cost reductions that have been and may be achieved from the combined operations.

The unaudited pro forma financial information combines the historical results for us and Ellie Mae for 2020 and 2019 in the following table (in millions, except per share amounts).

The unaudited pro forma financial information combines the historical results for us and Ellie Mae for 2020 in the following table (in millions, except per share amounts).

Year Ended December 31,

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

Bakkt Transaction

On 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 through a retained variable interest in Bakkt 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 equity of the combined company.

Following completion of the business combination, we initially held a 68 % economic interest, which includes both our variable interest and PIPE investment.

As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with the transaction, we hold a minority voting interest in the combined company.

Prior to the closing, Bakkt revenues and operating expenses were reported within our consolidated revenues and operating expenses.

Following the closing, as a consequence of our inability to meet the power criterion through our variable interest and because of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt upon loss of control and prospectively treat it as an equity method investment within our financial statements.

We recorded a pre-tax 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.

The pre-tax gain is a result of recording an equity method investment value of $ 1.7 billion plus the removal of our redeemable non-controlling interest liability of $ 107 million, partially offset by the deconsolidation of Bakkt net assets of $ 295 million and our additional PIPE contribution of $ 47 million.

The merger of Bakkt and VIH triggered a market condition event on the Bakkt equity incentive awards.

As a result, during 2021, we incurred a $ 31 million non-cash compensation expense related to these awards which we recorded as an acquisition-related cost prior to deconsolidating Bakkt (Note 11).

Additional Bridge2 Solutions Acquisition Considerations

To fund the acquisition of Bridge2 Solutions, Bakkt completed a capital call for $ 300 million in funding by ICE and the minority investors.

This acquisition-related capital call triggered a market condition of certain Bakkt equity incentive awards, and as a result, we incurred a $ 10 million non-cash compensation expense in 2020 related to these awards which has been recorded as an acquisition-related cost (Note 11).

Additional MERS Acquisition Considerations

In June 2016, we acquired a majority equity position in MERS and entered into a software development agreement to rebuild the MERS System, a national electronic registry that tracks the changes in servicing rights and beneficial ownership interests in U.S.-based mortgage loans.

We treated the investment as an equity method investment since we did not have the ability to control the operations of MERS.

On July 20, 2018, we exercised our option to purchase all of the remaining equity interests of MERS as a result of satisfying our deliverables under the software development agreement.

On October 3, 2018, we completed the purchase of all remaining interests and, accordingly, own 100 % of MERS.

On that date, we gained control of MERS, began to include MERS's results as part of our consolidated operations, and recorded a $ 110 million gain on our initial investment value as other non-operating income.

To fund the acquisition of Bridge2 Solutions, and prior to the Bakkt merger with VIH discussed above, Bakkt completed a capital call for $ 300 million in funding by ICE and the minority investors.

This acquisition-related capital call triggered a market condition of certain Bakkt equity incentive awards, and as a result, we incurred a $ 10 million non-cash compensation expense in 2020 related to these awards which was recorded as an acquisition-related cost (Note 11).

Acquisition Purchase Prices and Allocation

The following summarizes our purchase price allocation for material acquisitions, excluding Ellie Mae described above, to the respective net tangible and identifiable intangible assets and liabilities based on their respective estimated fair values on the date of acquisition.

The following summarizes our purchase price allocation for Bridge2 Solutions and Simplifile to the respective net tangible and identifiable intangible assets and liabilities based on their respective estimated fair values on the date of acquisition.

For each acquisition, the excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill.

Cash consideration was gross of $ 12 million cash held by Simplifile and $ 15 million cash held by TMC Bonds on the date of each respective acquisition.

Cash consideration was gross of $ 12 million cash held by Simplifile on the date of its acquisition.

For these acquisitions, revenues and expenses were not material to the periods presented.

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(Years) Simplifile Useful Life

(Years) TMC Bonds Useful Life

(Years) BondPoint Useful Life

Customer relationship intangibles

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Developed technology intangibles

12 7 7 7 7 3 7 3

Trade name intangibles

Total identifiable intangible assets

66 113 260 130

217 218 423 267

Other working capital adjustments

( 22 ) 7 17 3

Total purchase price cash consideration

$ 261 $ 338 $ 700 $ 400

Non-Controlling Interest

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

During 2018, we purchased 3.2 % of the net profit sharing interest in our CDS clearing subsidiaries.

The remaining non-ICE limited partners in our CDS clearing subsidiaries hold a 26.7 % ownership interest as of December 31, 2020.

Minority investors hold a net profit sharing interest in our CDS clearing subsidiaries of 26.7 % ownership interest as of December 31, 2021.

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.

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

Bakkt was approved by the New York State Department of Financial Services to take custody of digital assets through Bakkt Trust Company, LLC, a qualified custodian.

Bakkt Trust Company, LLC takes custody of bitcoin for physically-delivered futures, creating a fully regulated marketplace for trading, clearing and custodial solutions of physically-delivered digital asset futures, and is supported by ICE Futures U.S.

and ICE Clear U.S.

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

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

These minority interests were reflected as redeemable non-controlling interests in temporary equity within our consolidated balance sheet.

Following the October 2021 Bakkt merger discussed above, we no longer consolidate Bakkt and therefore do not record a redeemable non-controlling interest in Bakkt as of December 31, 2021.

Equity Investments Subject to ASU 2016-01

Our equity investments, including our investments in Euroclear plc, or Euroclear, and Coinbase Global, Inc., among others, are subject to valuation under ASU 2016-01.

Our equity investments, including our investment in Euroclear plc, or Euroclear, among others, are subject to valuation under ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01.

See Note 17 for a discussion of our determination of fair value of our financial instruments.

Investment in Coinbase

On December 1, 2014, we acquired preferred stock of Coinbase Global, Inc., or Coinbase, which operates a cryptocurrency exchange platform, for $ 10 million, representing a 1.4 % ownership share on a fully-diluted, as-converted basis.

On April 14, 2021, Coinbase completed an initial public offering, or IPO.

On April 15, 2021, we completed the sale of our investment in Coinbase for $ 1.24 billion and recorded a gain of $ 1.23 billion, or $ 892 million net of tax, as other income in our consolidated statement of income.

Investment in Euroclear

We own a 9.8 % stake in Euroclear as of December 31, 2020, and we participate on the Euroclear Board of Directors.

We own a 9.8 % stake in Euroclear as of December 31, 2021 that we originally purchased for $ 631 million, and we participate on the Euroclear Board of Directors.

Euroclear is a provider of post-trade services, including settlement, central securities depositories and related services for cross-border transactions across asset classes.

We classify our investment in Euroclear as an equity investment included in other non-current assets in our accompanying consolidated balance sheets.

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 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 translation.

As of December 31, 2020, the adjusted fair value of our Euroclear investment is $ 666 million.

Additionally, we recognized dividend income of $ 19 million and $ 15 million in 2019 and 2018,

respectively, from Euroclear, which is included in other income.

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

Investment in BIDS

We historically held a 9 % ownership interest in BIDS Trading LP, or 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 Global Markets, Inc., or Cboe, and recorded a gain on the sale of $ 20 million, included in other income.

We classify our investment in Euroclear as an equity investment.

In September 2021, we became aware of an observable price change in orderly transactions of similar Euroclear investments by a third party.

The transactions resulted in a fair value adjustment of our Euroclear investment, and we recorded a gain of $ 34 million in other income, which includes the impact of foreign currency translation.

Following the adjustment and as of December 31, 2021, the adjusted fair value of our Euroclear investment is $ 701 million.

We are not aware of the occurrence of any observable price changes in orderly transactions of similar Euroclear investments since September 2021.

On October 18, 2021, we announced that we had reached an agreement to sell our entire 9.8 % stake in Euroclear for € 709 million.

The sale is subject to customary closing conditions and regulatory approval.

As a result of our expectation to sell our Euroclear investment, we include this investment in other current assets as of December 31, 2021.

Additionally, we recognized dividend income of $ 60 million and $ 19 million in 2021 and 2019, respectively, from Euroclear, included in other income.

As a result of a 2020 European regulation limiting dividend payments, we did no t receive a Euroclear dividend in 2020, but we received two dividend payments during 2021.

Equity Method Investments

We recognized $ 71 million, $ 62 million and $ 46 million as other income during 2020, 2019 and 2018, respectively, related to our equity method investments in OCC and MERS, discussed below.

We had previously accounted for our investment in MERS as an equity method investment before completing our acquisition of 100 % of MERS on October 3, 2018 (Note 3).

We recognized ($ 42 million), $ 71 million and $ 62 million as other income/(expense) during 2021, 2020 and 2019, respectively, related to our equity method investments in OCC, BondLink, Inc., or BondLink and Bakkt, discussed below.

BondLink and Bakkt became our equity method investments during 2021, and prior to that, as of December 31, 2020, OCC was our only equity method investment.

Our equity method investments are included in other non-current assets in the accompanying consolidated balance sheets.

Under the equity method of accounting, each reporting period we adjust the carrying value of our equity method investments on our balance sheet by recognizing our pro-rata share of the earnings or losses of each investment, with a corresponding adjustment in our statement of income to other income, after eliminating any intra-entity income or expenses.

In addition, if and when our equity method investments issue cash dividends to us, we deduct the amount of these dividends from the carrying amount of that investment.

Investment in OCC

We own a 40 % interest in the Options Clearing Corporation, or OCC, through a direct investment by the New York Stock Exchange, or NYSE, that we treat as an equity method investment.

As of December 31, 2020, OCC is our only equity method investment and is included in other non-current assets in the accompanying consolidated balance sheets.

We own a 40 % interest in OCC through a direct investment by the NYSE and which is regulated by the SEC and the Commodity Futures Trading Commission, or CFTC, that we treat as an equity method investment.

OCC serves as a clearing house for securities options, security futures, commodity futures and options on futures traded on various independent exchanges.

OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges, and is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization.

Under the equity method of accounting, each reporting period we adjust the carrying value of our OCC investment on our balance sheet by recognizing our pro-rata 40 % share of the earnings or losses of OCC, with a corresponding adjustment in our statement of income to other income, after eliminating any intra-entity income or expenses.

In addition, if and when OCC issues cash dividends to us, we deduct the amount of these dividends from the carrying amount of our investment.

We recognized $ 51 million, $ 71 million and $ 62 million during 2021, 2020 and 2019, respectively, of equity earnings as our share of the OCC's estimated profits, which is included in other income.

Included within the amount recognized during 2019 is a $ 19 million earnings adjustment to reflect higher reported 2018 OCC net income than originally estimated due to the disapproved OCC capital plan discussed further below.

OCC adopted a new capital plan during the first quarter of 2015, which raised $ 150 million in equity capital from OCC's shareholders, including $ 60 million contributed by us.

Pursuant to the terms of the capital plan, in exchange for the contributions of equity capital from its shareholders, OCC was required, subject to determination by its board of directors and compliance with legal requirements, to pay an annual dividend to its shareholders on a pro rata basis.

The dividend was intended to be equal to the amount (i) of after-tax income of OCC, in excess of the amount required to maintain its target capital requirement and satisfy other capital requirements, and (ii) remaining after refunds to its clearing members equal to 50% of distributable earnings before tax.

Related to that capital plan, from 2015-2017 we received a total of $ 31 million in dividends from OCC.

Subsequent to our $ 60 million investment, certain industry participants appealed the SEC's approval of the OCC capital plan in the U.S.

Court of Appeals, and in August 2017, the Court of Appeals remanded the capital plan to the SEC.

On February 13, 2019, the SEC disapproved the OCC capital plan established in 2015.

Consistent with the SEC's disapproval of the OCC capital plan, the OCC returned our original $ 60 million contribution during 2019 as a result of the disapproval.

Following the SEC disapproval, the OCC also announced that it would not be providing a refund to clearing members or declaring a dividend to shareholders for the year ended December 31, 2018, which resulted in higher reported OCC 2018 net income than we had estimated.

Therefore, during 2019, we adjusted equity earnings in OCC by recording an additional positive adjustment of $ 19 million earnings in other income to reflect our share of OCC's 2018 net income.

Investments Related to MERS Prior to Acquisition

As a result of our acquisition of a majority equity position in MERS in June 2016, MERS was required to have cash or investments reserved in order to satisfy terms of the governing agreements of the acquisition.

The reserve was satisfied with fixed income securities, including treasuries, corporates and municipals.

The balance of the reserve was primarily used to cover settlement amounts from all litigation and claims arising from the operations of MERS prior to the acquisition of the majority equity position.

As of December 31, 2019 and 2018, the reserve amounted to $ 42 million and $ 81 million, respectively, including interest, and was included in prepaid expenses and other current assets and non-current assets.

This was offset by an equal amount due to former MERS equity holders, reflected in other current liabilities and other non-

current liabilities.

We sold $ 42 million and $ 41 million of these investments in 2020 and 2019, respectively, and distributed the proceeds to the original MERS shareholders (Note 17), and as of December 31, 2020, no reserve balance remains.

Investment in BondLink, Inc.

On May 12, 2021, we made a 35.0 % strategic investment in BondLink, a financial technology company that provides cloud-based debt management software solutions to governments financing infrastructure in the municipal bond market.

The Series B investment is designed to accelerate BondLink’s growth and product development, including by providing a variety of our market-leading data sets to municipalities as they prepare to issue bonds.

We treat BondLink as an equity method investment which is included in other non-current assets in the accompanying consolidated balance sheet, and we record equity earnings of our share of BondLink's estimated profits, which we include in other income.

Investment in Bakkt

Following Bakkt's October 15, 2021 merger with VIH, we initially held a 68 % economic interest and we show our share of Bakkt's profits and losses in other income (Note 3).

For the three months ended December 31, 2021, we recorded estimated equity losses of ($ 92 million) related to our investment in Bakkt, and as of December 31, 2021 our carrying value of our Bakkt investment is $ 1.6 billion.

Revenue Recognition

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Our OTC revenues are generated in our bilateral energy markets where we offer electronic trading on contracts based on physically settled natural gas, power and refined oil contracts.

Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of

our facilities, regulatory fees charged to member organizations of our U.S.

Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S.

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

Generally, fees for OTC and other revenues contain one performance obligation.

Because these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price.

Because these contracts primarily consist of

single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price.

Services for OTC and other revenues are primarily satisfied at a point in time.

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CDS clearing revenues are reported net of rebates.

Rebates were nominal in 2020 and were $ 5 million and $ 7 million in 2019 and 2018, respectively.

Rebates were nominal in 2021 and 2020 and were $ 5 million in 2019.

We provide clearing services to the global CDS market and the timing and nature of our CDS transaction and clearing revenue is similar in nature to the Exchanges Segment transaction and clearing revenues discussed above.

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Considering that these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price.

In certain of our data contracts, where third parties are involved, we arrange for the third party to transfer the services to our customers;

In certain of our data contracts, where third parties are involved, we either arrange for the third party to transfer the services to our customers, or we transfer third-party data to our customers;

in these arrangements we are acting as an agent and revenue is recorded net.

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• Origination Technology:

Revenues are related to our proprietary mortgage origination network, which acts as a system of record for a mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices.

Revenue is based on recurring Software as a Service, or SaaS, subscription fees, with an additive success-based pricing fee as lenders exceed the number of loans closed that are included with their base subscription.

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

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

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

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

Performance obligations consist of a series of distinct services and support services.

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Success-based contracts are subject to monthly billing calculations whereby customers are obligated to pay the greater of a contractual base fee or variable closed loan fee based on the number of closed loan transactions processed by the customer in the specific month.

Under success-based contracts, monthly base fees are recognized ratably over the contract terms as subscription performance obligations are satisfied and closed loan fees in excess of base fees are considered variable consideration.

Under success-based contracts, monthly base

fees are recognized ratably over the contract terms as subscription performance obligations are satisfied and closed loan fees in excess of base fees are considered variable consideration.

For the majority of contracts that include variable consideration, such fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (one month) of service and because such amounts reflect the fees to which we expect to be entitled for providing access to the Encompass platform for that period, consistent with the allocation objective of Topic 606.

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When agreements involve multiple distinct performance obligations, we allocate arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices of each performance obligation.

• Network and Closing Solutions:

Network services provide customers connectivity to and ensure the secure exchange of information with third-party service providers, lenders, and investors.

Key services include:

credit, title, appraisal, flood, compliance, mortgage insurance and fraud detection, among others.

In addition, loan originators can electronically submit loan files through our Investor Connect offering.

Network revenues are primarily based on the number of applications and closed loans that utilize these various services.

Both transaction-based and variable fees occur within one month, after which the performance obligation has been satisfied.

Mortgage network fees may include a fixed-fee subscription component recognized ratably over the contract term as this aligns with our pattern of performance.

In addition, we have entered into agreements with certain suppliers and entities participating in the mortgage origination process to provide access to mortgage originators on our network.

We act as an agent when arranging for services to be provided by the supplier to the customer, and such revenues are recorded net.

• Closing Solutions:

Our closing solutions connect key participants such as lenders, title and settlement agents and individual county recorders together to digitize the closing and recording process.

For these services, we act as agent and revenues are recorded net.

Closing solutions also include digital services related to MERS eRegistry.

Closing solutions revenues primarily contain one performance obligation related to each transaction which occurs instantaneously, and the revenues are primarily recorded at the point in time of the transaction.

Revenues for these services primarily contain one performance obligation related to each transaction which occurs instantaneously, and the revenues are primarily recorded at the point in time of the transaction.

Closing solutions also includes revenues from our Mortgage Electronic Registrations Systems, Inc., or MERS database, which provides a system of record for recording and tracking changes and servicing rights and beneficial ownership interests in loans secured by U.S.

residential real estate.

MERS implemented a revised pricing structure effective July 1, 2021.

As a result, MERS database revenues contain multiple performance obligations related to each new loan registration and future transfers, and the revenues are primarily recorded at the point in time of each transaction.

Closing solutions revenues may include a fixed-fee subscription component recognized ratably over the contract term, as this method best depicts our pattern of performance.

• Data and Analytics:

Revenues are related to our AIQ offering, which applies machine learning and artificial intelligence, or AI, to the entire loan origination process.

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

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

In addition, our data offerings include real-time industry and peer benchmarking tools.

Revenues are also related to our Data as a Service, or DaaS, offering through private data clouds for lenders to access their own data and origination information.

In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of nearly half the U.S.

residential mortgage market.

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

Revenues related to our data products are largely subscription-based and recurring in nature and recognized ratably over time as this method best depicts our pattern of performance.

Our performance obligations of data delivery are met consistently throughout the period.

• Registrations and Other:

Revenues are primarily related to the MERS database, a system of record for recording and tracking changes in mortgage services rights and beneficial ownership interests in loans secured by residential real estate.

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

These fees are transaction-based and primarily contain one performance obligation which occurs instantaneously, therefore revenues are recorded at the point in time of the transaction.

Other revenues are transaction-based and primarily contain one performance obligation which occurs instantaneously, therefore revenues are recorded at the point in time of the transaction.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions).

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Total revenues, less transaction-based expenses $ 3,307 $ 1,756 $ 139 $ 5,202

The Exchanges segment revenues above include $ 241 million, $ 221 million, and $ 220 million in 2020, 2019 and 2018, respectively, for services transferred over time related to risk management of open interest performance obligations.

The Fixed Income and Data Services segment revenues above include $ 29 million, $ 26 million, and $ 28 million in 2020, 2019 and 2018, respectively, for services transferred over time related to risk management of open interest performance

The Exchanges segment revenues above include $ 838 million, $ 790 million, and $ 752 million in 2021, 2020 and 2019, respectively, of data services revenues.

Fixed Income and Data Services segment revenues above include $ 1.6 billion, $ 1.5 billion, and $ 1.5 billion in 2021, 2020 and 2019, respectively, of data services revenues.

Our data services revenues

are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance.

These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

The Exchanges segment revenues above include $ 479 million, $ 446 million, and $ 449 million in 2021, 2020 and 2019, respectively, for services transferred over time related to listings, as well as $ 260 million, $ 241 million, and $ 221 million in 2021, 2020 and 2019, respectively, for services transferred over time related to risk management of open interest performance obligations.

In addition, the Exchanges segment revenues include $ 113 million, $ 109 million, and $ 101 million in 2021, 2020 and 2019, respectively, for services transferred over time related to regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues above include $ 28 million, $ 29 million, and $ 26 million in 2021, 2020 and 2019, respectively, for services transferred over time related to risk management of open interest performance obligations.

A majority of these performance obligations are performed over a short period of time of one month or less.

The Mortgage Technology segment revenues transferred over time in the table above primarily relate to our origination technology revenue whereby performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied.

Contracts generally range from one year to five years.

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.

These are included within our Exchanges segment.

Short-Term and Long-Term Restricted Cash and Cash Equivalents

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Recognized Clearing House.

As such, ICE Clear Europe is required by the BOE and the European Market Infrastructure Regulation, or EMIR, to restrict as cash, cash equivalents or investments an amount to reflect an estimate of the capital required to wind down or restructure the activities of the clearing house, cover operational, legal and business risks and to reserve capital to meet credit, counterparty and market risks not covered by the members' margin and guaranty funds.

As such, ICE Clear Europe is required by the BOE and the European Market Infrastructure Regulation, or EMIR, to restrict as cash, cash equivalents or investments in an amount to reflect an estimate of the capital required to wind down or restructure the activities of the clearing house, cover operational, legal and business risks and to reserve capital to meet credit, counterparty and market risks not covered by the members' margin and guaranty funds.

The increase in the regulatory capital restricted cash at ICE Clear Europe as of December 31, 2021 was due to the growth of our clearing businesses, a related increase in costs and the consequential additional regulatory capital buffers required by the BOE.

ICE Clear Europe, in addition to being regulated by the BOE, is also regulated by the CFTC as a U.S.

ICE Clear Europe, in addition to being regulated by the BOE, is also regulated by the CFTC

Derivatives Clearing Organization, or DCO.

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and ICE Clear Credit, our CFTC regulated U.S.

Swap Data Repository, or SDR, ICE Trade Vault, and our U.S.

Swap Data Repository, or SDR, ICE Trade Vault, LLC, and our U.S.

Swap Execution Facility, or SEF, ICE Swap Trade, are required to maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period, subject to certain deductions, to satisfy at least six months of such operating costs at all times.

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and ICE Clear Credit, these amounts include voluntarily-held additional reserves consistent with the EMIR requirements to cover operational, legal and business risks and to reserve capital to meet credit, counterparty and market risks not covered by the member margin and guaranty funds.

In addition, ICE NGX is registered by the CFTC as a Foreign Board of Trade and a DCO and the CFTC requires ICE NGX to

maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period.

In addition, ICE NGX is registered by the CFTC as a Foreign Board of Trade and a DCO and the CFTC requires ICE NGX to maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period.

ICE NGX is regulated by both the CFTC and the Alberta Securities Commission.

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Restricted cash on our various regulated entities and exchanges includes ICE Benchmark Administration, ICE Clear Netherlands, ICE Trade Vault U.K., ICE Endex, ICE Futures Singapore and ICE Futures Abu Dhabi.

It also includes the clearing member requirements of ICE Securities Executions & Clearing, LLC and restricted cash related to Bakkt Trust Company, LLC.

It also includes the clearing member requirements of ICE Securities Executions & Clearing, LLC and restricted cash related to Bakkt Trust Company, LLC until our deconsolidation of Bakkt in October 2021.

Primarily related to escrow for recent acquisitions.

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Our clearing houses, other than ICE NGX, require each clearing member to make deposits to a fund known as the guaranty fund.

In 2020, we increased our contribution to ICE Clear Europe’s guaranty fund by $ 4 million.

In 2019, we increased our contribution to ICE Clear Europe’s guaranty fund by $ 27 million and we increased our ICE Clear U.S.

guaranty fund contribution by $ 7 million.

In 2019, we also increased our ICE Clear U.S.

guaranty fund contribution by $ 35 million in connection with the launch of Bakkt, solely applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts that ICE Clear U.S.

might clear in the future associated with Bakkt operations.

Of our total contribution to ICE Clear U.S., $ 15 million was solely applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts that ICE Clear U.S.

may clear in the future.

In February 2021, we decreased our contribution to ICE Clear U.S.'s guaranty fund applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts by $ 20 million from $ 35 million as of December 31, 2020.

In March 2021, we increased our contribution to ICE Clear Europe's guaranty fund by $ 10 million in connection with the launch of ICE Futures Abu Dhabi Limited.

In addition, we have a $ 15 million first-loss amount related to ICE NGX insurance and included in our contribution to its guaranty fund.

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Beginning January 1, 2019, in connection with our adoption of ASU 2016-02 (Note 2), we recognize right-of-use assets representing our rights to use assets over an underlying lease term as rent expense.

In 2020, 2019 and 2018, amortization of software and internally developed software was $ 190 million, $ 175 million and $ 160 million, respectively, and depreciation of all other property and equipment was $ 173 million, $ 145 million and $ 133 million, respectively.

In 2021, 2020 and 2019, amortization of software and internally developed software was $ 213 million, $ 190 million and $ 175 million, respectively, and depreciation of all other property and equipment was $ 174 million, $ 173 million and $ 145

million, respectively.

As of December 31, 2021 and 2020, unamortized software and internally developed software was $ 361 million and $ 329 million, respectively.

During 2020, we recorded an impairment charge of $ 11 million related to capitalized software developed at Bakkt that is no longer useful.

During 2020, we recorded an impairment charge of $ 11 million related to capitalized software developed at Bakkt that was no longer useful.

The valuation was performed by a third-party valuation expert and the impairment is included in depreciation expense.

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Other intangible assets balance at January 1, 2020

Acquisitions 4,519

Foreign currency translation 19

ICE Futures Singapore exchange registration intangible assets impairment

Amortization of other intangible assets ( 388 )

Other activity, net

Other intangible assets balance at December 31, 2020

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Amortization of other intangible assets ( 622 )

Other activity, net

Other intangible assets balance at December 31, 2021

We completed our acquisitions of Bridge2 Solutions and Ellie Mae during 2020, and Simplifile during 2019 (Note 3).

We completed our divestiture of Bakkt in 2021 and our acquisitions of Bridge2 Solutions and Ellie Mae during 2020 (Note 3).

Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S.

The table above includes an impairment charge of $ 31 million recorded during 2019 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.

The changes in other activity, net, in the tables above primarily relate to adjustments to the fair value of the net tangible and intangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

We have performed an analysis of impairment indicators and did not recognize any impairment losses on goodwill or other intangible assets in 2021 or 2020.

In 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.

ICE Futures Singapore is part of our Exchanges segment.

In addition, we recorded an impairment charge of $ 4 million during 2018 on the remaining value of exchange registration intangible assets in connection with the July 2018 closure of ICE Futures Canada and ICE Clear Canada.

ICE Futures Canada and ICE Clear Canada were part of our Exchanges segment.

Other than these impairments, we did not recognize any other impairment losses on goodwill or other intangible assets during 2020, 2019 or 2018.

The changes in other activity, net, in the tables above primarily relate to adjustments to the fair value of the net tangible and intangible assets relating to acquisitions, with a corresponding adjustment to goodwill.

We have performed an analysis of impairment indicators including the economic impact of and our responses to the COVID-19 pandemic, and did not recognize any impairment losses on goodwill or other intangible assets in 2020.

Other intangible assets and the related accumulated amortization consisted of the following (in millions):

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Market data provider relationships 11 11 20

As of December 31, Useful Life

Non-compete agreements 42 42 1 to 5

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Total finite-lived intangible assets, net 7,216 7,817

As of December 31, Useful Life

Indefinite-lived intangible assets:

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$ — $ 19 $ 93 $ 93 $ 79 $ 284

The increase in our deferred revenue balance in 2020 and 2019 in our Mortgage Technology segment relates to our September 2020 acquisition of Ellie Mae.

The increase in our deferred revenue balance in 2020 in our Mortgage Technology segment relates to our September 2020 acquisition of Ellie Mae.

The Mortgage Technology deferred revenue balance as of December 31, 2021 primarily relates to origination technology subscription services for which the performance obligations have not yet been provided as of the balance sheet date but for which billings or payments have been received in advance.

Performance obligations for origination technology revenue consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied.

Performance obligations

for origination technology revenue consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied.

Contracts generally range from one year to five years .

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$ 1,012 $ 2,405

2020 Senior Notes ( 2.75 % senior unsecured notes due December 1, 2020)

2022 Senior Notes ( 2.35 % senior unsecured notes due September 15, 2022)

Other short-term debt

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12,397 14,126

$ 13,918 $ 16,537

Credit Facilities

• Credit Facility:

We have a $ 3.7 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.

On August 21, 2020, we agreed with the majority of the lenders to extend the maturity date of the Credit Facility to August 21, 2025, among other items.

We also exercised our option to increase the amount of the Credit Facility from $ 3.4 billion to $ 3.7 billion which reduced our future capacity to increase our borrowings under the Credit Facility to $ 650 million, subject to the consent of the lenders funding the increase and certain other conditions.

We incurred new debt issuance costs of $ 9 million during 2020 relating to the Credit Facility and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will

be amortized over the remaining life of the Credit Facility.

The commitments under the Credit Facility will automatically reduce to $ 3.6 billion on August 9, 2023.

We have a $ 3.8 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $ 625 million, subject to the consent of the lenders funding the increase and certain other conditions.

On October 15, 2021, we agreed with the lenders

to extend the maturity date of the Credit Facility from August 21, 2025 to October 15, 2026, among other items.

We incurred new debt issuance costs of $ 4 million and $ 9 million during 2021 and 2020, respectively, relating to the Credit Facility and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility.

No amounts were outstanding under the Credit Facility as of December 31, 2021.

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dollar commercial paper program, or the Commercial Paper Program, and $ 171 million is required to support certain broker-dealer and other subsidiary commitments.

The amount required to backstop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings.

The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings.

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

We also pay an annual commitment fee for unutilized amounts payable in arrears at a rate that ranges from 0.08 % to 0.20 % determined based on our current long-term debt rating.

As of December 31, 2020, the applicable rate for commitments to August 2025 was 0.20 % and for commitments to August 2023 was 0.15 %.

As of December 31, 2021, the applicable rate for commitments to October 2026 was 0.13 %.

Amounts borrowed under the facility may be prepaid at any time without premium or penalty.

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We incurred new debt issuance costs of $ 3 million during 2020 relating to this term loan and these costs were fully amortized when the term loan was repaid on December 16, 2020.

Our ICE India subsidiary maintains a $ 20 million line of credit for its general corporate purposes.

As of December 31, 2020, ICE India had borrowed $ 6 million, which is reflected as “other short-term debt” in the table above.

Our India subsidiaries maintain $ 20 million of credit lines for their general corporate purposes.

As of December 31, 2021, they had borrowed $ 10 million, which is reflected as "other short-term debt" in the table above.

Commercial Paper Program

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, described above.

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above.

The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.

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

We used $ 1.2 billion of proceeds received from the sale of our Coinbase investment to pay down the commercial paper balance.

We had net issuances of $ 1.1 billion under the Commercial Paper Program during 2020, the proceeds of which were primarily used to fund a portion of the purchase price for the Ellie Mae acquisition.

We had net issuances of $ 360 million under the Commercial Paper Program during 2019 the proceeds of which were used to fund the acquisition of Simplifile and for general corporate purposes.

We had net repayments of $ 283 million of net notes outstanding under the Commercial Paper Program during 2018 primarily using cash flows from operations and cash proceeds received from our 2018 bond issuance.

This was partially offset by notes we issued under the program during 2018, the proceeds of which were used to fund acquisitions and investments and repurchase our common stock.

We repaid a portion of the amounts outstanding under the program during 2021, 2020 and 2019 with cash flows from operations.

Commercial paper notes of $ 1.0 billion with original maturities ranging from three to 73 days were outstanding 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.

Commercial paper notes of $ 2.4 billion with original maturities ranging from four to 266 days were outstanding 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.

Fixed Rate Senior Notes

• Senior Notes Issued in August 2020:

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 (collectively,

the August 2020 Notes).

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, or the Floating Rate Notes, $ 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 (collectively, the August 2020 Notes).

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

We incurred debt issuance costs of $ 53 million relating to the issuance of the August 2020 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the August 2020 Notes.

In September 2021, we used the proceeds from commercial paper issuances and cash on hand to fund the redemption of $ 1.25 billion of the Floating Rate Notes and recorded $ 4 million of accelerated unamortized deferred loan costs, included in interest expense in our consolidated statements of income for 2021.

• Senior Notes Issued in May 2020:

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Share-Based Compensation

The non-cash compensation expenses for stock options and restricted stock were $ 139 million, $ 139 million and $ 130 million in 2020, 2019 and 2018, respectively, net of $ 12 million, $ 14 million and $ 15 million, respectively, that was capitalized as software development costs.

The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock and under our employee stock purchase plan were $ 188 million, $ 139 million and $ 139 million in 2021, 2020 and 2019, respectively, net of $ 13 million, $ 12 million and $ 14 million, respectively, that was capitalized as software development costs.

As of December 31, 2021, we had 31.6 million shares in total under various equity plans available for future issuance as stock option and restricted stock awards.

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We may grant, under provisions of the plans, both incentive stock options and nonqualified stock options.

The options generally vest over three years and may generally be exercised up to ten years after the date of grant, but generally expire either 14 or 60 days after termination of employment.

The options generally vest over three or four years and may generally be exercised up to ten years after the date of grant, but generally expire either 14 or 60 days after termination of employment.

The shares of common stock issued under our stock option plans are made available from authorized and unissued common stock or treasury shares.

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Restricted Stock Plans

Restricted shares are used as an incentive to attract and retain qualified employees and to increase stockholder returns with actual performance linked to both short and long-term stockholder return as well as retention objectives.

Restricted shares are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return.

We issue awards that may contain a combination of time, performance and/or market conditions.

The grant date fair value of each award is based on the closing stock price of our stock at the date of grant.

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Unvested restricted stock earns dividend equivalents which are paid in cash on the vesting date.

The grant date fair value of time-based restricted stock units is recognized as expense ratably over the vesting period, which is typically three years , net of forfeitures.

The grant date fair value of time-based restricted stock units is recognized as expense ratably over the vesting period, which is typically three or four years , net of forfeitures.

Our equity plans include a change in control provision that may accelerate vesting on both the time-based and performance-based restricted shares if the awards are not assumed by an acquirer in the case of a change in control.

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We recognize the remaining compensation costs over the remaining vesting period.

For awards with a market condition, fair value is estimated based on a simulation of various outcomes and includes inputs such as our stock price on the grant date, the valuation of historical awards with market conditions, the relatively low likelihood that the market condition will affect the number of shares granted (as the market condition only affects shares

granted in excess of certain financial performance targets), and our expectation of achieving the financial performance targets.

market condition will affect the number of shares granted (as the market condition only affects shares granted in excess of certain financial performance targets), and our expectation of achieving the financial performance targets.

In February 2021, we reserved a maximum of 0.7 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees.

The number of shares ultimately granted under this award is based on our actual financial performance as compared to financial performance targets set by our Board and the Compensation Committee for the year ending December 31, 2021, and is also subject to a market condition reduction based on how our 2021 total stockholder return, or TSR, compared to that of the S&P 500 Index.

In 2020, no TSR share reduction was required.

Based on our actual 2020 financial performance as compared to the 2020 financial performance level thresholds, 0.6 million restricted shares were awarded, which resulted in $ 53 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 28 million expensed during 2020.

In 2021, a TSR share reduction was required to reflect that the S&P 500 Index TSR outperformed ours.

Based on our actual 2021 financial performance as compared to the 2021 financial performance level thresholds, and as adjusted for the TSR haircut, 0.5 million restricted shares were awarded, which resulted in $ 58 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 32 million expensed during 2021.

The following is a summary of nonvested restricted shares under all plans discussed above:

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Employee Stock Purchase Plan

In May 2018, our stockholders approved our ESPP, under which we have reserved and may sell up to 25 million shares of our common stock to employees.

We offer our employees participation in our ESPP, under which we have reserved and may sell up to 25 million shares of our common stock to employees.

The ESPP grants participating employees the right to acquire our stock in increments of 1 % of eligible pay, with a maximum contribution of 25 % of eligible pay, subject to applicable annual Internal Revenue Service, or IRS, limitations.

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Bakkt Incentive Units

We sponsor the Bakkt Equity Incentive Plan under which Bakkt issues various Bakkt preferred, common and phantom, or participation, equity unit awards.

Prior to the Bakkt merger with VIH (Note 3), we sponsored the Bakkt Equity Incentive Plan under which Bakkt issued various Bakkt preferred, common and phantom, or participation, equity unit awards.

These awards were made to certain employees and board members of Bakkt.

The units are unvested at the issuance date, are subject to the vesting terms in the award agreements and upon vesting are converted into Bakkt equity or cash.

The units were unvested at the issuance date, were subject to the vesting terms in the award agreements and upon vesting were converted into Bakkt equity or cash.

During 2020, a $ 300 million capital call related to the acquisition of Bridge2 Solutions triggered a market condition of certain of these Bakkt equity incentive awards.

The market condition is based on numerous possible Bakkt transaction or event scenarios established on the original date of grant, each of which have a fixed fair market value.

Over the life of these awards, we are required to estimate the most likely outcome and reflect the cumulative financial statement impact of any changes between outcomes.

The market condition was based on numerous possible Bakkt transaction or event scenarios established on the original date of grant, each of which have a fixed fair market value.

Over the life of these awards, we were required to estimate the most likely outcome and reflect the cumulative financial statement impact of any changes between outcomes.

As a result, during 2020, we incurred a $ 10 million non-cash compensation expense related to these awards that was recorded as an acquisition-related cost.

Refer to Note 21 for subsequent event discussion as it relates to Bakkt.

During 2021, the merger of Bakkt and VIH triggered a market condition of these Bakkt equity incentive awards.

As a result, during 2021, we incurred $ 31 million of non-cash compensation expense related to these awards which we recorded as an acquisition-related cost prior to deconsolidating Bakkt.

Treasury Stock

During 2020, 2019 and 2018, we received 1.0 million shares, 1.0 million shares and 1.5 million shares, respectively, of common stock from employees to satisfy tax withholdings we made on their behalf for restricted stock and stock option exercises.

During each of 2021, 2020 and 2019, we received 1.0 million shares of common stock from employees to satisfy tax withholdings we made on their behalf for restricted stock and stock option exercises.

We recorded the receipt of the shares as treasury stock.

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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 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.

In September 2018, our Board approved an aggregate of $ 2.0 billion for future repurchases with no fixed expiration date.

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

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

During 2020, 2019 and 2018, we repurchased 13.6 million shares, 17.4 million shares and 16.3 million shares, respectively, of our outstanding common stock at a cost of $ 1.2 billion, $ 1.5 billion and $ 1.2 billion, respectively, excluding shares withheld upon vesting of equity awards.

The shares repurchased are held in treasury stock.

Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations.

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

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

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

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

In November 2021, we resumed stock repurchases.

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.

During 2021, 2020 and 2019, we repurchased 1.8 million shares, 13.6 million shares and 17.4 million shares, respectively, of our outstanding common stock at a cost of $ 250 million, $ 1.2 billion and $ 1.5 billion, respectively, excluding shares withheld upon vesting of equity awards.

The shares repurchased are held in treasury stock.

As of December 31, 2021, the remaining balance of Board approved funds for future repurchase was $ 903 million.

The approval of our Board for 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.

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17,432 $ 83.75 $ 1,460

(1) All 1.8 million shares were purchased on the open market at a cost of $ 250 million.

(2) Includes 3.2 million shares purchased on the open market at a cost of $ 299 million and 10.4 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 948 million.

(3) Includes 1.3 million shares purchased on the open market at a cost of $ 100 million and 16.1 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 1.4 billion.

(3) Includes 2.2 million shares purchased on the open market at a cost of $ 159 million and 14.1 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 1.0 billion.

Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, levels of indebtedness, credit ratings, our current and future planned strategic growth initiatives, our financial results and capital requirements, and other considerations which our Board deem relevant, without a predetermined annual net income payout ratio.

Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, our financial results and capital requirements, and other considerations which our Board deems relevant, without a predetermined annual net income payout ratio.

We declared and paid cash dividends per share during the periods presented as follows:

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Other comprehensive income (loss) 51 ( 1 ) 32 82

Net impact of adoption of ASU 2018-02 ( 1 ) — ( 25 ) ( 26 )

Income tax benefit (expense) ( 1 ) — ( 9 ) ( 10 )

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$ ( 150 ) $ 2 $ ( 48 ) $ ( 196 )

Income before income taxes and the income tax provision consisted of the following (in millions):

Income before income taxes and the income tax provision consisted of the following (in millions), and our consolidated income tax provision for 2021 was elevated due to the income tax expense associated with the gains we recognized from the Coinbase and Bakkt transactions.

Year Ended December 31,

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$ 537 $ 92 $ ( 33 )

$ 92 $ ( 33 ) $ 27

Total income tax expense (benefit)

$ 658 $ 521 $ 500

Total income tax expense $ 1,629 $ 658 $ 521

A reconciliation of the statutory U.S.

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( 1 ) ( 1 ) ( 1 )

Deferred tax expense/(benefit) due to tax law changes 2 — —

Deferred tax from foreign tax law change and Bakkt transaction 4 2 —

Unrecognized tax benefits 1 1 —

State apportionment changes — ( 1 ) —

— ( 2 ) ( 3 )

Total provision for income taxes

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Our effective tax rates were 29 %, 24 % and 21 % in 2021, 2020 and 2019, respectively.

The effective tax rate in 2020 is 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 TCJA in 2019.

The impact of the U.K.

tax law and state apportionment changes are outlined in the above effective tax rate reconciliation.

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 at the 19% rate and recorded a $ 65 million deferred tax expense during 2020.

The effective tax rate in 2019 was higher than in 2018 primarily due to 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, including the tax benefit from Foreign-Derived Intangible Income, or FDII.

The impact of the 2019 FDII benefit is outlined in the above effective tax rate reconciliation.

The tax benefit from the acquisition of MERS is included in "Other" in the above effective tax rate reconciliation in 2018.

The effective tax rate in 2021 is higher than in 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.

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

tax law changes enacted in July 2020, which increased the corporate income tax rate from 17% to 19% effective April 1, 2020.

deferred tax impact was 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 TCJA in 2020.

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

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

These provisions did not have a material impact on our income tax provision for 2021, 2020 or 2019.

Deferred Tax Assets and Liabilities

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As a result of the U.K.

corporate income tax rate change from 17% to 19% enacted in the third quarter of 2020, we revalued the U.K.

deferred tax assets and liabilities at 19% for the period ended December 31, 2020.

corporate income tax rate change from 19% to 25% enacted in June 2021, and from 17% to 19% enacted in 2020, we revalued the U.K.

deferred tax assets and liabilities accordingly.

Certain unrecognized tax benefits associated with our acquisition of Ellie Mae are presented as a reduction to related deferred tax assets.

The following table summarizes the significant components of our deferred tax liabilities and assets as of December 31, 2020 and 2019 (in millions):

During the fourth quarter of 2021, we deconsolidated Bakkt and treat it as an equity investment within our consolidated financial statements resulting in a pre-tax gain of $ 1.4 billion (Note 3).

The deferred tax liability with respect to the equity investment in Bakkt is $ 424 million as of December 31, 2021 and is reflected in the following table, which summarizes the significant components of our deferred tax liabilities and assets as of December 31, 2021 and 2020 (in millions):

As of December 31,

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Charges against goodwill

( 26 ) ( 1 ) ( 7 )

Increases/(Decreases) 4 ( 26 ) ( 1 )

Ending balance of deferred income tax valuation allowance

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We recorded a valuation allowance for deferred tax assets of $ 99 million and $ 95 million as of December 31, 2021 and 2020, respectively.

Decreases in 2020 are primarily due to certain tax attributes that expired during the year and increased future taxable capital gains.

Decreases in 2018 primarily relate to utilization of certain deferred tax assets on capital losses that we did not expect to be realizable.

Decreases in 2020 primarily relate to certain tax attributes that expired during the year and increased future taxable capital gains.

Increases charged against goodwill primarily relate to deferred tax assets arising on acquisitions.

Effective January 1, 2018, the majority of our current undistributed earnings of our non-U.S.

subsidiaries became subject to the Global Intangible Low-Taxed Income provisions under the TCJA and, as such, are subject to immediate U.S.

The majority of our undistributed earnings of our non-U.S.

subsidiaries are subject to the Global Intangible Low-Taxed Income provisions under the TCJA and, as such, are subject to immediate U.S.

income taxation and can be distributed to the U.S.

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However, our non-U.S.

subsidiaries’ cumulative undistributed earnings as of December 31, 2020 and the 2019 and 2018 current undistributed earnings that are not subject to the Global Intangible Low-Taxed Income provisions are considered to be indefinitely reinvested.

subsidiaries’ cumulative undistributed earnings as of December 31, 2021, 2020 and 2019 that are not subject to the Global Intangible Low-Taxed Income provisions are considered to be indefinitely reinvested.

Accordingly, no provision for U.S.

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GAAP, is $ 5.8 billion.

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.

During 2018, we 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, and

therefore, we did not record any transition tax during the measurement period.

We also concluded that the $ 764 million deferred tax benefit recorded in the 2017 tax provision was a reasonable estimate of the impact of the TCJA on our deferred tax balances, and that no further adjustments were necessary during the measurement period.

In 2018 we adopted an accounting policy regarding the treatment of taxes due on future inclusion of non-U.S.

income in U.S.

taxable income under the Global Intangible Low-Taxed Income provisions as a current period expense when incurred.

Therefore, no deferred tax related to these provisions has been recorded as of December 31, 2020 or 2019.

As of December 31, 2021 and 2020, we have gross U.S.

federal net operating loss carryforwards of $ 120 million and $ 125 million, respectively, and gross state and local net operating loss carryforwards of $ 137 million and $ 241 million, respectively.

The increases of federal and state and local net operating loss carryforwards are primarily due to additions related to acquisitions.

The net decrease of federal, state and local net operating loss carryforwards are primarily due to losses utilized in the current year.

The net operating loss carryforwards are available to offset future taxable income until they expire, with amounts beginning in 2026.

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Beginning balance of unrecognized tax benefits

Additions related to acquisitions

Additions/(reductions) related to acquisitions ( 1 ) 58 —

Additions based on tax positions taken in current year

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Reductions based on tax positions taken in prior years

( 2 ) — ( 1 )

Reductions resulting from statute of limitation lapses

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As of December 31, 2021 and 2020, the balance of unrecognized tax benefits which would, if recognized, affect our effective tax rate was $ 194 million and $ 109 million, respectively.

It is reasonably possible, as a result of settlements of ongoing audits or statute of limitations expirations, unrecognized tax benefits could increase as much as $ 21 million and decrease as much as $ 15 million within the next 12 months.

It is reasonably possible, as a result of settlements of ongoing audits or statute of limitations expirations, that unrecognized tax benefits could increase as much as $ 35 million and decrease as much as $ 36 million within the next 12 months.

Of the $ 229 million in unrecognized tax benefits as of December 31, 2021, $ 193 million is recorded within other non-current liabilities and $ 36 million is recorded within other current liabilities.

We recognize interest and penalties accrued on income tax uncertainties as a component of income tax expense.

In 2020, 2019 and 2018, we recognized $ 6 million, $ 5 million and ($ 6 million), respectively, of income tax expense/ (benefit) for interest and penalties.

In 2021, 2020 and 2019, we recognized $ 10 million, $ 6 million and $ 5 million, respectively, of income tax expense for interest and penalties.

As of December 31, 2021 and 2020, accrued interest and penalties were $ 49 million and $ 39 million, respectively.

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States 2009 - 2021

Netherlands 2019 - 2020

Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, including interest and penalties, have been provided for any adjustments expected to result from open tax years.

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Clearing House Products Cleared Exchange where Executed Location

ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments ICE Futures Europe, ICE Futures U.S., ICE Endex and third-party venues U.K.

ICE Clear U.S.

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ICE NGX Physical North American natural gas, electricity and oil futures ICE NGX Canada

Original & Variation Margin

Original and Variation Margin

Each of the ICE Clearing Houses generally requires all Members to deposit collateral in cash or certain pledged assets.

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As of December 31, 2021 and 2020, the ICE Clearing Houses had received or had been pledged $ 239.9 billion and $ 154.1 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

Guaranty Funds & ICE Contribution

Guaranty Funds and ICE Contribution

As described above, mechanisms have been created, called guaranty funds, to provide partial protection in the event of a Member default.

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ICE Clear U.S.

103 103 25 25

ICE Clear Credit 50 50 50 50

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Of our total contribution to ICE Clear U.S.

above, $ 35 million is solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S.

above, as of December 31, 2021, $ 15 million is solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S.

may clear in the future.

In April 2020, we increased our contribution to ICE Clear Europe's guaranty fund by $ 4 million.

In September 2019, we added a layer of insurance to our Member default protection.

The default insurance has a three-year term for the following clearing houses in the following amounts:

In March 2021, we increased our contribution to ICE Clear Europe's guaranty fund by $ 10 million in connection with the launch of ICE Futures Abu Dhabi Limited.

We also maintain default insurance as an additional layer of clearing member default protection which is reflected in the table below.

The default insurance was added in September 2019 and has a three-year term for the following clearing houses in the following amounts:

ICE Clear Europe - $ 75 million;

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As of December 31, 2021, ICE NGX maintains a guaranty fund utilizing a $ 115 million letter of credit and a default insurance policy, discussed below.

Cash and Cash Equivalent Deposits

We have recorded cash and cash equivalent margin deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members.

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

Cash and Invested Deposits

We have recorded cash and invested margin deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members.

As of December 31, 2021, our cash and invested margin deposits were as follows (in millions):

ICE Clear Europe (1)

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$ 98,185 $ 43,324 $ 7,560 $ 1,329 $ 31 $ 150,429

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

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

ICE Clear Europe (2)

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

Our cash and cash equivalent margin and guaranty fund deposits are maintained in accounts with central banks and highly-rated financial institutions or secured through direct investments, primarily in U.S.

Treasury securities with original maturities of less than three months, or reverse repurchase agreements with primarily overnight maturities.

Our cash and invested margin and guaranty fund deposits are maintained in accounts with national banks and highly-rated financial institutions or secured through direct investments, primarily in U.S.

Treasury and other highly-rated foreign government securities, or reverse repurchase agreements with primarily overnight maturities.

We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets.

The carrying value of these deposits are deemed to approximate fair value.

To provide a tool to address the liquidity needs of our clearing houses and manage the liquidation of margin and guaranty fund deposits held in the form of cash and high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear U.S.

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• ICE Clear Credit:

$ 300 million in Committed Repo to finance U.S.

dollar and euro deposits, € 250 million in Committed Repo to finance euro deposits, and € 1.9 billion in Committed FX Facilities to finance euro payment obligations.

$ 300 million in Committed Repo (U.S.

dollar based) to finance U.S.

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

dollar denominated sovereign debt deposits, and € 1.9 billion in Committed FX Facilities to finance euro payment obligations.

• ICE Clear U.S.:

$ 250 million in Committed Repo to finance U.S.

dollar deposits.

dollar denominated sovereign debt deposits.

• ICE Clear Netherlands :

€ 10 million in Committed FX Facilities to finance euro payment obligations.

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

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

Cash and Cash Equivalent Margin Deposits and Guaranty Funds

Clearing House Investment Type As of

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Other ICE Clearing Houses Demand deposits 31 17

Total cash and cash equivalent margin deposits and guaranty funds $ 145,936 $ 81,628

Invested Deposits, Delivery Contracts Receivable and Unsettled Variation Margin

Clearing House Investment Type As of

December 31, 2021

December 31, 2020

ICE NGX Unsettled variation margin and delivery contracts receivable/payable $ 1,329 $ 680

Total $ 84,083 $ 64,987

ICE Clear Europe Invested deposits - sovereign debt 3,164 1,775

Total invested deposits, delivery contracts receivable and unsettled variation margin $ 4,493 $ 2,455

(1) As of December 31, 2021, ICE Clear Europe held € 47.2 billion ($ 53.7 billion based on the euro/U.S.

dollar exchange rate of 1.2216 as of December 31, 2020) at De Nederlandsche Bank, or DNB, £ 2.3 billion ($ 3.1 billion based on the pound sterling/U.S.

dollar exchange rate of 1.1372 as of December 31, 2021) at European Central Bank, or ECB, £ 1.7 billion ($ 2.3 billion based on the pound sterling/U.S.

dollar exchange rate of 1.3524 as of December 31, 2021) at the Bank of England, or BOE and € 10 million ($ 11 million based on the above exchange rate) at the BOE.

As of December 31, 2020, ICE Clear Europe held € 6.3 billion ($ 7.7 billion based on the euro/U.S.

dollar exchange rate of 1.1212 as of December 31, 2019) at DNB, £ 500 million ($ 663 million based on the pound sterling/U.S.

dollar exchange rate of 1.2216 as of December 31, 2020) at De Nederlandsche Bank, or DNB, £ 2.3 billion ($ 3.1 billion based on the pound sterling/U.S.

dollar exchange rate of 1.3665 as of December 31, 2020) at the BOE and € 10 million ($ 12 million based on the above exchange rate) at the BOE.

Other Deposits

In addition to the cash deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, or gold on rare occasions at ICE Clear Europe, to mitigate credit risk.

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

Any income, gain or loss accrues to the clearing members.

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, or gold on rare occasions at ICE Clear Europe, to mitigate credit risk.

For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate.

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$ 508 $ 515 $ 250 $ — $ 1,273

ICE NGX owns a clearing house which administers the physical delivery of energy trading contracts.

ICE NGX is the central counterparty to Members on opposite sides of its physically-settled contracts, and the balance related to delivered but unpaid contracts is recorded as a delivery contract net receivable, with an offsetting delivery contract net payable in our balance sheets.

Unsettled variation margin equal to the fair value of open contracts is recorded as of each balance sheet date.

There is no impact on our consolidated statements of income as an equal amount is recognized as both an asset and a liability.

ICE NGX marks all outstanding contracts to market daily, but only collects variation margin when a Member's open position falls outside a specified percentage of its pledged collateral.

Due to the highly liquid nature and the short period of time to maturity, the fair values of our delivery contract net payable and net receivable are determined to approximate carrying value.

ICE NGX requires Members to maintain cash or letters of credit to serve as collateral in the event of default.

The cash is maintained in a segregated bank account, held in trust and remains the property of the Member, therefore, it is not included in our balance sheets.

ICE NGX maintains the following accounts with a third-party Canadian chartered bank which are available in the event of physical settlement shortfalls, subject to certain conditions:

Account Type:

As of December 31, 2020

(In C$ millions)

As of December 31, 2020

(In $USD millions)

Daylight liquidity facility $ 300 $ 235

Overdraft facility 20 16

Total $ 320 $ 251

As of December 31, 2020, ICE NGX maintains a guaranty fund of $ 100 million funded by a letter of credit issued by a major Canadian chartered bank, and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government.

In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $ 100 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

ICE NGX maintains a $ 250 million daylight liquidity facility with a third-party Canadian chartered bank which is available in the event of physical settlement shortfalls, subject to certain conditions.

As of December 31, 2021, ICE NGX maintains a guaranty fund of $ 115 million funded by a $ 100 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount the ICE NGX is responsible for under the default insurance policy.

In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter

of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $ 100 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

Clearing House Exposure

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To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements, the ICE Clearing Houses’ maximum estimated exposure for this guarantee is $ 136.6 billion as of December 31, 2020, which represents the maximum estimated value by the ICE Clearing Houses of a hypothetical one-day movement in pricing of the underlying unsettled contracts.

This value was determined using proprietary risk management software that simulates gains and losses based on historical market prices, volatility and other factors

present at that point in time for those particular unsettled contracts.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee is $ 218.9 billion as of December 31, 2021, which represents the maximum estimated value by the ICE Clearing Houses of a hypothetical one-day movement in pricing of the underlying unsettled contracts.

This value was determined using proprietary risk management software that simulates gains and losses based on historical market prices, volatility and other factors present at that point in time for those particular unsettled contracts.

Future actual market price volatility could result in the exposure being significantly different than this amount.

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It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters.

Other than a $ 30 million accrual for potential legal settlements recorded as of December 31, 2020, a range of possible losses related to certain cases below cannot be reasonably estimated at this time, except as otherwise disclosed below.

City of Providence Litigation

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Court of Appeals for the Second Circuit, or the Second Circuit, issued a decision vacating the dismissal and remanding the case to the district court for further proceedings.

The Second Circuit held that the claims against the exchanges were not barred by the doctrine of self-regulatory organization immunity because (in the view of the Second Circuit) the exchanges were not carrying out regulatory functions while operating their markets and engaging in the challenged conduct at issue, and that the plaintiffs had adequately pleaded claims against the defendants under Section 10(b) of the Exchange Act.

The Second Circuit held that the claims against the exchanges were not barred by the doctrine of self-regulatory organization immunity

because (in the view of the Second Circuit) the exchanges were not carrying out regulatory functions while operating their markets and engaging in the challenged conduct at issue, and that the plaintiffs had adequately pleaded claims against the defendants under Section 10(b) of the Exchange Act.

The Second Circuit directed that, on remand, the district court should address and rule upon various other defenses raised by the exchanges in their motion to dismiss (which the district court did not address in its prior opinion and order).

In 2019, the district court denied a new motion to dismiss filed by the defendants, and the exchanges filed answers to the complaint, denying the principal allegations of the plaintiffs, denying liability in the matter, and asserting various affirmative defenses.

Under the existing case schedule, the discovery period in the matter is scheduled to continue through most of 2021, and also during 2021 the plaintiffs are expected to move for class certification and the defendants intend to seek the dismissal of the matter through one or more motions for summary judgment.

During 2021, the parties conducted discovery, relating largely to class certification issues;

the plaintiffs filed a motion for class certification;

and the defendants filed motions for summary judgment on the basis of preclusion and lack of standing.

The parties are awaiting decisions from the court.

LIBOR Litigation

In 2019, three virtually identical purported class action complaints were filed in the Southern District against ICE and several of its subsidiaries, including ICE Benchmark Administration Limited (“IBA”) (the “ICE Defendants”), as well as 18 multinational banks and various of their respective subsidiaries and affiliates (the “Panel Bank Defendants”) by, respectively, Putnam Bank, a savings bank based in Putnam, Connecticut;

In 2019, three virtually identical purported class action complaints were filed in the Southern District against ICE and several of its subsidiaries, including ICE Benchmark Administration Limited, or IBA, collectively referred to as the ICE Defendants, as well as 18 multinational banks and various of their respective subsidiaries and affiliates, or the Panel Bank Defendants, by, respectively, Putnam Bank, a savings bank based in Putnam, Connecticut;

two municipal pension funds affiliated with the City of Livonia, Michigan;

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The plaintiffs sought to litigate on behalf of a purported class of all U.S.-based persons or entities who transacted with a Panel Bank Defendant by receiving a payment on an interest rate indexed to a one-month or three-month USD LIBOR-benchmarked rate during the period from February 1, 2014 to the present.

The plaintiffs alleged that the ICE and Panel Bank Defendants engaged in a conspiracy to set the LIBOR benchmark at artificially low levels, with an alleged purpose and effect of depressing payments by the Panel Bank Defendants to members of the purported class.

Subsequent to the filing of the individual complaints, the various plaintiffs referenced above filed a consolidated amended complaint against the ICE and Panel Bank Defendants.

The plaintiffs alleged that the ICE Defendants and the Panel Bank Defendants engaged in a conspiracy to set the LIBOR benchmark at artificially low levels, with an alleged purpose and effect of depressing payments by the Panel Bank Defendants to members of the purported class.

Subsequent to the filing of the individual complaints, the various plaintiffs referenced above filed a consolidated amended complaint against the ICE Defendants and the Panel Bank Defendants.

As with the individual complaints, the consolidated amended complaint asserted a claim for violations of the Sherman and Clayton Antitrust Acts and sought unspecified treble damages and other relief.

The ICE and Panel Bank Defendants filed motions to dismiss the consolidated amended complaint.

On March 26, 2020, the court issued a decision and order granting the ICE and Panel Bank Defendants' motions to dismiss for failure to state a claim.

The ICE Defendants and the Panel Bank Defendants filed motions to dismiss the consolidated amended complaint.

On March 26, 2020, the court issued a decision and order granting the ICE Defendants and the Panel Bank Defendants' motions to dismiss for failure to state a claim.

Among other things, the court found that the amended complaint “…is made up of almost entirely conclusory allegations and is essentially devoid of any evidence, direct or circumstantial, to support the conclusion that Defendants colluded with one another.”

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While briefing of the appeal was ongoing, each of the named plaintiffs withdrew from the case.

Plaintiffs’ counsel, by request dated December 28, 2020, sought permission on behalf of DYJ Holdings, LLC, a New Jersey-based holding company, to intervene for the purpose of serving as named plaintiff and representative of the purported class;

the defendants opposed this request and requested that the Second Circuit dismiss the appeal.

The parties are awaiting a decision from the Second Circuit.

DYJ Holdings, LLC, a New Jersey-based holding company, was permitted, over the objection of the defendants, to intervene for the purpose of serving as named plaintiff and representative of the purported class.

On November 29, 2021, the Second Circuit heard oral argument on the merits of the underlying appeal, and the parties are awaiting a decision.

ICE Data Pricing & Reference Data Matter

Our subsidiary ICE Data Pricing & Reference Data, LLC (“PRD”) is a registered investment advisor in the business of, among other things, providing clients with evaluated pricing and other information for fixed-income securities.

PRD formerly had a business practice of passing through third-party price quotes (“broker quotes”) in certain fixed income securities as-is to its clients when PRD did not believe it had the capability to model an evaluated price for such securities.

Our subsidiary ICE Data Pricing & Reference Data, LLC, or PRD, is a registered investment advisor in the business of, among other things, providing clients with evaluated pricing and other information for fixed-income securities.

PRD formerly had a business practice of passing through third-party price quotes, or broker quotes, in certain fixed income securities as-is to its clients when PRD did not believe it had the capability to model an evaluated price for such securities.

Broker quoted securities were less than 2 % of the securities PRD priced.

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3-20164 (In the Matter of ICE Data Pricing & Reference Data, LLC).

Separately, PRD’s legacy business practices with respect to broker quotes received from a now-bankrupt entity named Live Well Financial, Inc.

(“Live Well”) are relevant to potential civil claims against PRD.

In August 2019, the SEC and the United States Department of Justice, respectively, filed civil and criminal charges against Live Well and certain of its executives, alleging that Live Well fraudulently provided over-stated “broker quotes” to a then-unnamed “industry-leading price service” (which was PRD).

Separately, PRD’s legacy business practices with respect to broker quotes received from a now-bankrupt entity named Live Well Financial, Inc., or Live Well, are relevant to potential civil claims against PRD.

In August 2019, the SEC and the

United States Department of Justice, respectively, filed civil and criminal charges against Live Well and certain of its executives, alleging that Live Well fraudulently provided over-stated “broker quotes” to a then-unnamed “industry-leading price service” (which was PRD).

Certain of Live Well’s financial institution creditors and its bankruptcy trustee have asserted to PRD that they believe they have putative claims against PRD related to Live Well’s actions.

More specifically, PRD understands that three financial institution creditors collectively assert approximately $ 100 million in claimed losses as a result of their lending relationships with Live Well, for which they now maintain PRD is responsible, along with other damages.

The Chapter 7 Trustee appointed in connection with the Live Well bankruptcy also asserts PRD should be responsible for damages allegedly sustained by Live Well itself as a result of PRD’s publication of broker quotes supplied by Live Well’s executives.

In response to these claims, PRD denies any wrongdoing.

To the extent these may become litigated matters, we plan to vigorously defend any such litigation.

As of December 31, 2021, PRD has resolved the potential claims of the trustee and all but one of the financial institution creditors.

PRD continues to deny any wrongdoing, and to the extent any unresolved assertions relating to broker quotes PRD received from Live Well become litigated matters, we plan to vigorously defend any such litigation.

SPAN Trademark Dispute

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The ICE clearing entities and CME were parties to 10 -year license agreements that expired in 2017, pursuant to which the clearing entities paid CME a collective total of $ 50,001 over such 10 -year period for the right to use the SPAN trademark.

The dispute underlying the claims relates to the period of time following expiration of the license agreements during which the ICE clearing entities continued to make some reference to SPAN.

In 2020, CME informed ICE and the court that it was not seeking compensatory damages based on the license fees but rather that the principal relief to be sought by CME at trial would be the disgorgement of profits of the ICE clearing entities over the approximate one-year period during which the mark was referenced following expiration of the formal agreements.

In August 2020, the parties mediated the matter but were unable to reach an agreement.

During the lawsuit and the September 2020 bench trial in this matter, the ICE clearing entities asserted various defenses to CME’s claims, including an implied license defense;

denied that the SPAN trademark has any value;

and presented evidence and legal argument that disgorgement of ICE’s clearing profits is not an appropriate equitable remedy, particularly because none of the ICE clearing entities’ profits are attributable to the use of the SPAN trademark.

The parties are awaiting a decision by the court and we cannot reasonably estimate an amount of damages, if any, at this time.

In 2020, CME informed ICE and the court that it was not seeking compensatory damages based on the license fees but rather that it would seek at trial the disgorgement of profits of the ICE clearing entities over the approximate one-year period during which the mark was referenced following expiration of the formal agreements.

A bench trial was held during September 2020, and, on August 17, 2021, the trial court issued findings of fact and conclusions of law, in which, among other things, the court found in favor of ICE on CME’s counterfeiting and breach of contract claims;

held that ICE had a valid implied license defense for significant periods of time of the alleged infringement;

and, excluding the periods to which the implied license applied, awarded CME a judgment for infringement of approximately $ 16 million.

In October 2021, this matter was resolved.

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain.

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International

Fair Value Measurements

Asset Category

Quoted Prices in

Active Markets for

Identical Assets

(Level 1) Significant

Observable Inputs

(Level 2) Significant

(Level 3) Total

Fixed income securities

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$ 144 $ 767 $ 6 $ 917

The above table excludes trades pending settlement with a net obligation of $ 24 million as of December 31, 2020.

The above table excludes trades pending settlement with a net benefit of $ 3 million as of December 31, 2021.

These trades settled in January 2022.

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Interest cost

Actuarial loss

Actuarial (gain) loss

Benefits paid

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Accrued pension plan asset

The following shows the components of the pension plan expense (benefit) for 2020, 2019 and 2018 (in millions):

The following shows the components of the pension plan expense for 2021, 2020 and 2019 (in millions):

Year Ended December 31,

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Amortization of loss

Aggregate pension expense (benefit)

Aggregate pension expense

We use a market-related value of plan assets when determining the estimated return on plan assets.

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Interest cost

Actuarial loss

Actuarial (gain) loss

Benefits paid

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The assumed discount rate reflects the market rates for high-quality corporate bonds currently available.

The discount rate was determined by considering the average of pension yield curves constructed on a large population of high quality

corporate bonds.

The discount rate was determined by considering the average of pension yield curves constructed on a large population of high quality corporate bonds.

The resulting discount rates reflect the matching of plan liability cash flows to yield curves.

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These post-retirement benefit plans, which may be modified in accordance with their terms, are fully frozen.

The net periodic post-retirement benefit costs were $ 2 million, $ 2 million and $ 5 million in 2020, 2019 and 2018, respectively.

The net periodic post-retirement benefit costs were $ 2 million each in 2021, 2020 and 2019.

The defined benefit plans are unfunded and we currently do not expect to fund the post-retirement benefit plans.

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These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income (Note 16).

MERS held fixed income investments in 2019 as part of a reserve fund in order to satisfy the original terms of the governing documents of our June 2016 acquisition of a majority equity position in MERS (Note 4).

The majority of these investments were held in U.S.

Treasuries and measured at fair value using Level 1 inputs with adjustments recorded to other current liabilities.

The remaining amount of the reserve fund was held in other fixed income investments and measured using Level 2 inputs.

We sold these investments in 2020 and distributed the proceeds to the original MERS shareholders and as of December 31, 2020, no reserve balance remains.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate fair value due to the short period of time to their maturities.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of December 31, 2021 or 2020.

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These assets are recognized at fair value if they are deemed to be impaired.

As of December 31, 2020 and 2019, except for the 2020 fair value adjustment related to our impairment of software developed at Bakkt that is no longer useful (Note 7) and the 2019 impairment of our ICE Futures Singapore exchange registration intangible assets (Note 8), none of our intangible assets were required to be recorded at fair value since no other impairments were recorded.

As of December 31, 2021 and 2020, except for the 2020 impairment of software developed at Bakkt that is no longer useful (Note 7), none of our intangible assets were required to be recorded at fair value since no other impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU No.

2016-01 (Note 2).

During 2020, we evaluated transactions involving these investments and concluded that certain fair value adjustments were required under this election based on recent transactions related to our investment in Euroclear (Note 4).

During 2021, we evaluated these investments and concluded that certain fair value adjustments were required under this election based on recent transactions related to our investment in Euroclear (Note 4).

See Note 14 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

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$ 1,012 $ 1,012 $ 2,405 $ 2,408

2.75 % Senior Notes due December 1, 2020

— — 1,248 1,259

Other short-term debt

2.35 % Senior Notes due September 15, 2022

499 506 498 516

Other short-term debt

Floating rate Senior Notes due June 15, 2023 — — 1,244 1,254

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1,246 1,351 1,245 1,420

As of December 31, 2021 As of December 31, 2020

(in millions)

Carrying Amount

3.10 % Senior Notes due September 15, 2027

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1,230 1,217 1,229 1,286

As of December 31, 2020 As of December 31, 2019

(in millions)

Carrying Amount

4.25 % Senior Notes due September 21, 2048

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Segment Reporting

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.

This presentation is reflective of how our chief operating decision maker reviews and operates our business.

Prior periods have been adjusted to reflect this change.

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

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

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

The prior-year periods have been adjusted to reflect this change.

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

• Our Exchanges segment includes our global futures platforms for trade execution and clearing, NYSE trading and listings and various data services related to those platforms;

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

• Our Mortgage Technology segment includes our MERS, Simplifile, and Ellie Mae mortgage services businesses which provide mortgage technology solutions for the U.S.

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

• Our Mortgage Technology segment provides mortgage technology solutions for the U.S.

residential mortgage market from application through closing and the secondary market.

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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 chief operating decision maker does not review total assets or statements of income below operating income by segments;

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CDS clearing — 192 — 192

Year Ended December 31, 2020

Exchanges Fixed Income and Data Services Mortgage Technology Consolidated

Fixed income data and analytics — 1,082 — 1,082

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Origination technology — — 971 971

Network and closing solutions — — 158 158

Closing solutions — — 310 310

Data and analytics — — 73 73

Registrations and other — — 162 162

Other — — 53 53

Revenues 5,878 1,883 1,407 9,168

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Origination technology — — 316 316

Network and closing solutions — — 36 36

Closing solutions — — 238 238

Data and analytics — — 22 22

Registrations and other — — 103 103

Other — — 19 19

Revenues 5,839 1,810 595 8,244

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CDS clearing — 214 — 214

Year Ended December 31, 2018

Exchanges Fixed Income and Data Services Mortgage Technology Consolidated

Fixed income data and analytics — 969 — 969

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Origination technology — — — —

Network and closing solutions — — — —

Closing solutions — — 135 135

Data and analytics — — — —

Registrations and other — — 22 22

Other — — 4 4

Revenues 4,652 1,756 139 6,547

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Operating income $ 2,167 $ 439 $ 67 $ 2,673

Revenue from one member of our Exchanges segment comprised $ 443 million or 11 % of our Exchanges revenue, less transaction based expenses during 2021.

No customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues, less transaction-based expenses, in 2020.

Revenue from one clearing member of the Exchanges segment comprised $ 368 million, or 11 % of our Exchanges revenues less transaction-based expenses in 2019.

Revenue from one clearing member of the Exchanges segment comprised $ 406 million, or 12 % of our Exchanges revenues less transaction-based expenses in 2018.

Clearing members are primarily intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2019 and 2018.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2021 or 2019.

Geographical Information

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Basic earnings per common share is calculated using the weighted average common shares outstanding during the periods.

The weighted average common shares outstanding decreased in 2020 from 2019 primarily due to stock repurchases, partially offset by the stock issued for the Ellie Mae acquisition, and the weighted average common shares outstanding decreased in 2019 from 2018, primarily due to stock repurchases (Note 12).

Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive.

Changes in the weighted average common shares outstanding between years was primarily due to the stock issued in 2020 for the Ellie Mae acquisition, and by stock repurchases.

Common equivalent shares from stock options and restricted stock awards, calculated using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive.

During 2021, 2020 and 2019 281,000 , 372,000 and 454,000 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

In addition, we have excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan because they are also antidilutive.

As of both December 31, 2020 and 2019, there were 89,000 restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

In addition, we excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan in 2020 and 2019 because they were also antidilutive.

None of these warrants and preferred/common units are outstanding as of December 31, 2021 due to the deconsolidation of Bakkt.

As of both December 31, 2021 and 2020, there were 50,000 and 89,000 , respectively, of restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

Certain figures in the table above may not recalculate due to rounding.

Quarterly Financial Data (Unaudited)

The following table has been prepared from our financial records and reflects all adjustments that are necessary for a fair presentation of the results of operations for the interim periods presented (in millions, except per share amounts):

Year Ended December 31, 2020

Revenues, less transaction-based expenses

$ 1,559 $ 1,395 $ 1,411 $ 1,671

Operating income

882 744 627 780

Net income attributable to Intercontinental Exchange, Inc.

650 523 390 526

Earnings per common share:

$ 1.18 $ 0.96 $ 0.71 $ 0.94

$ 1.17 $ 0.95 $ 0.71 $ 0.93

Year Ended December 31, 2019

Revenues, less transaction-based expenses

$ 1,270 $ 1,298 $ 1,336 $ 1,298

Operating income

665 680 706 622

Net income attributable to Intercontinental Exchange, Inc.

484 472 529 448

Earnings per common share:

$ 0.85 $ 0.84 $ 0.95 $ 0.81

$ 0.85 $ 0.84 $ 0.94 $ 0.80

(a) The annual earnings per common share may not equal the sum of the individual quarter’s earnings per common share due to rounding.

Subsequent Events

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

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

The newly combined company will be renamed Bakkt Holdings, Inc.

and is expected to be listed on the New York Stock Exchange.

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

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

Following completion of the business combination, which is expected to occur in the second quarter of 2021, we are expected to have a 65 % economic interest and a minority voting interest in the combined company.

Prior to the closing, Bakkt revenues and operating expenses will continue to be reported within our consolidated revenues and operating expenses.

Following the closing, we will have a minority voting interest in the combined company and as a consequence, we expect to deconsolidate Bakkt and treat it as an equity method investment within our financial statements.

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

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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Except as described below, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

As a result, no corrective actions were taken.

In September 2020, we acquired Ellie Mae and are in the process of integrating the acquired business into our overall internal control over financial reporting process.

As permitted under applicable regulations, we have excluded Ellie Mae from our assessment of internal control over financial reporting as of December 31, 2020.

OTHER INFORMATION

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to our Board of Directors set forth under the caption “Item 1 — Election of Directors — Nominees for Election as Directors at the 2021 Annual Meeting” in our Proxy Statement for our 2021 Annual Meeting of Stockholders (“2021 Proxy Statement”) is incorporated herein by reference.

Information relating to our executive officers is, pursuant to General Instruction G(3) of Form 10-K, set forth below under the caption “Information about our Executive Officers.” Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Common Stock with the reporting requirements of Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), set forth under the caption “Delinquent 16(a) Reports” in the 2021 Proxy Statement is incorporated herein by reference.

Information relating to our Board of Directors set forth under the caption “Proposal 1 — Election of Directors — Nominees for Election as Directors at the 2022 Annual Meeting” in our Proxy Statement for our 2022 Annual Meeting of Stockholders (“2022 Proxy Statement”) is incorporated herein by reference.

Information relating to our executive officers is, pursuant to General Instruction G(3) of Form 10-K, set forth below under the caption “Executive Officers.” Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Common Stock with the reporting requirements of Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), set forth under the caption “Delinquent 16(a) Reports” in the 2022 Proxy Statement is incorporated herein by reference.

Information relating to our financial expert serving on our Audit Committee (Item 407(d)(5) of Regulation S-K), our Nominating and Corporate Governance Committee (Item 407(c)(3) of Regulation S-K), and our Audit Committee (Item 407(d)(4) of Regulation S-K) is set forth under the caption “Meetings and Committees of the Board of Directors” in our 2022 Proxy Statement and is incorporated herein by reference.

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66 Chairman of the Board and Chief Executive Officer

53 Chief Financial Officer

60 Chief Strategy Officer

44 President, Fixed Income & Data Services

Warren Gardiner 41 Chief Financial Officer

Name Age Title

50 General Counsel

61 Chief Strategy Officer

45 President, NYSE Group and Chair, ICE Fixed Income & Data Services

Surdykowski 51 General Counsel

52 Chief Operating Officer

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Sprecher holds a Bachelor of Science degree in Chemical Engineering from the University of Wisconsin and a Master of Business Administration from Pepperdine University.

Hill has served as Chief Financial Officer since May 2007.

As our Chief Financial Officer, he is responsible for overseeing all aspects of our finance and accounting functions, treasury, tax, audit and controls, business development, human resources and investor relations.

Warren Gardiner.

Gardiner has served as Chief Financial Officer since May 2021.

He is responsible for all aspects of ICE’s finance and accounting functions, treasury, tax, audit and controls and investor relations.

Gardiner served as VP, Investor Relations from July 2017 to May 2021.

Prior to joining us, Mr.

Hill spent 16 years as an international finance executive for IBM.

He oversaw IBM’s worldwide financial forecasts and measurements from 2006 through 2007, working alongside the Chief Financial Officer of IBM and with all of the company’s global business units.

Prior to that, Mr.

Hill was Vice President and Controller of IBM Japan’s multi-billion dollar business operation from 2003 through 2005.

He currently serves on the Board of Directors of VVC Exploration Corporation and serves on the Audit Committee.

Hill earned his Bachelor of Business Administration in Finance from the University of Texas at Austin and his Master of Business Administration from New York University.

Gardiner served in various positions at Evercore ISI, including Director, Equity Research from February 2016 through May 2017 and Vice President, Equity Research from April 2013 through February 2016.

Prior to that, he was an equity research analyst at Barclays.

Gardiner is a CFA Charterholder and holds a Bachelor of Arts degree in Managerial Economics from Union College.

Jackson has served as President since November 2017.

Jackson is responsible for ICE's global technology, information security and operations and is responsible for coordinating global futures and OTC trading businesses.

Additionally, he leads the integration planning and execution of our acquisitions and joint ventures as well as coordinating sales, marketing and public relation endeavors.

Additionally, he leads the integration planning and execution of our acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology.

Jackson previously served as Chief Commercial Officer, and prior to that President and Chief Operating Officer of ICE Futures U.S.

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Goone holds a Bachelor of Science degree in Accountancy from the University of Illinois at Urbana-Champaign.

Martin has served as President of Fixed Income & Data Services since October 2020.

Martin served as President of ICE Data Services from July 2015 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to September 2019.

She is responsible for managing our global data and fixed income business, including the ICE Bonds execution venues and pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Prior to her current role, Ms.

Martin has served as President of NYSE Group, a wholly-owned subsidiary of ICE, since January 2022.

NYSE Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as four fully electronic equity markets and two options exchanges.

Martin is also Chair of Fixed Income & Data Services at ICE, which includes ICE Bonds execution venues, securities pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Martin previously served as President of Fixed Income & Data Services from October 2020 to January 2022, President of ICE Data Services from September 2019 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to September 2019.

Additionally, Ms.

Martin served as Chief Operating Officer of ICE Clear U.S., Inc.

Martin joined NYSE Euronext in 2001 and served in a number of leadership roles, including as Chief Executive Officer of NYSE Liffe U.S.

and served in a number of leadership roles, including as Chief Executive Officer of NYSE Liffe U.S.

and Chief Executive Officer of New York Portfolio Clearing.

Prior to joining NYSE Euronext, Ms.

Martin worked at IBM in their Global Services organization where she served a variety of functions, predominately as a project manager within the financial services practice.

Prior to joining NYSE Euronext in 2001, Ms.

Martin worked at IBM in their Global Services organization.

Martin holds a Bachelor of Science degree in Computer Science from Manhattan College and a Master of Arts in Statistics from Columbia University.

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EXECUTIVE COMPENSATION

Information relating to executive compensation set forth under the captions “Item 1 — Election of Directors — Non-Employee Directors Compensation,” “Compensation Discussion & Analysis,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in our 2021 Proxy Statement is incorporated herein by reference.

Information relating to executive compensation set forth under the captions “Compensation Discussion & Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Non-Employee Director Compensation,” and “Compensation Committee Report” in our 2022 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services of our independent registered public accounting firm, Ernst & Young LLP, is set forth under the caption “Information About the Company’s Independent Registered Public Accounting Firm Fees and Services” in our 2021 Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services of our independent registered public accounting firm, Ernst & Young LLP, is set forth under the caption “Information About Our Independent Registered Public Accounting Firm Fees and Services” in our 2022 Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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4.15 — Form of 4.250% Senior Notes due 2048 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No.

2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.16 — Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.17 — Form of 2.100% Senior Notes due 2030 (included as an exhibit to the First Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

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4.19 — Third Supplemental Indenture dated as of August 20, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

4.20 — Form of Floating Rate Senior Notes due 2023 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

4.20 — Form of 0.700% Senior Notes due 2023 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

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Sprecher (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.2 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

and Charles A.

Vice (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.2 — Employment Agreement, dated as of May 15, 2021, between Intercontinental Exchange Holdings, Inc.

and Warren Gardiner (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Amendment No.

1 to Current Report on Form 8-K filed with the SEC on May 20, 2021, File No.

10.3 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

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and Benjamin Jackson (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No.

10.6 — Employment Agreement dated as of February 1, 2021 between ICE Data, LP, a wholly-owned subsidiary of Intercontinental Exchange, Inc.

and Lynn Martin (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.7 — Form of Employment Agreement between Intercontinental Exchange Holdings, Inc.

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officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.7 — Transition and Separation Agreement between Intercontinental Exchange Holdings, Inc.

and Charles A.

Vice dated January 21, 2020 (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on January 21, 2020, File No.

10.8 — Transition and Separation Agreement, dated as of March 2, 2021, between Intercontinental Exchange, Inc.

Hill (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2021, File No.

10.9 — Intercontinental Exchange Holdings, Inc.

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Sprecher (incorporated by reference to Exhibit 10.33 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No.

10.21 — Aircraft Time Sharing Agreement dated as of February 6, 2012 between Intercontinental Exchange Holdings, Inc.

10.22 — Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

and Jeffrey C.

Sprecher (incorporated by reference to Exhibit 10.37 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 8, 2012, File No.

10.22 — Aircraft Time Sharing Agreement dated as of February 6, 2012 between Intercontinental Exchange Holdings, Inc.

and Charles A.

Vice (incorporated by reference to Exhibit 10.38 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 8, 2012, File No.

Sprecher (incorporated by reference to Exhibit 10.5 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.23 — Aircraft Time Sharing Agreement dated as of February 2, 2022 between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.36 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2019, File No.

and Warren Gardiner.

10.24 Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.25 — Aircraft Time Sharing Agreement dated as of February 6, 2019 between Intercontinental Exchange Holdings, Inc.

Hill (incorporated by reference to Exhibit 10.34 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2019, File No.

10.25 — Aircraft Time Sharing Agreement dated as of February 6, 2019 between Intercontinental Exchange Holdings, Inc.

10.26 — Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

and Benjamin R.

Jackson (incorporated by reference to Exhibit 10.35 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2019, File No.

Jackson (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.27 — Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

and Lynn Martin (incorporated by reference to Exhibit 10.4 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.28 — Form of Agreement Relating to Noncompetition and Other Covenants signed by each of the non-employee directors and by Intercontinental Exchange, Inc.

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as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018 and the Seventh Amendment to Credit Agreement, dated as of August 14, 2020) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 25, 2020, File No.

10.36 — Term Loan Credit Agreement, dated as of August 21, 2020, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.

2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 25, 2020, File No.

10.38 — The Ninth Amendment, dated as of March 8, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020 and the Eighth Amendment to Credit Agreement, dated as of August 21, 2020) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.39 — The Tenth Amendment, dated as of October 15, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2021, and the Ninth Amendment to Credit Agreement, dated as of March 8, 2021) (inc orp orated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 18, 2021, File No.

001-36198 ) .

21.1 — Subsidiaries of Intercontinental Exchange, Inc.

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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey C.

Sprecher and Scott A.

Hill, and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report in 2020 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Sprecher and A.

Warren Gardiner, and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report in 2021 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the date indicated.

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(principal executive officer) February 3, 2022

Hill Chief Financial Officer

Warren Gardiner Chief Financial Officer

(principal financial officer)

February 3, 2022

Warren Gardiner

Namkung Chief Accounting Officer and

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the Lord Hague of Richmond

/s/ Frederick W.

Hatfield Director

February 4, 2021

Mulhern Director

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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 8. Financial Statements and Supplementary Data