UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                 to

Commission File Number 001-36198

INTERCONTINENTAL EXCHANGE, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-2286804
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

5660 New Northside Drive, Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

(770) 857-4700

Registrant’s telephone number, including area code 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	ICE	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ☐   No   ☑

As of May 1, 2023, the number of shares of the registrant’s Common Stock outstanding was 559,866,960 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended March 31, 2023

TABLE OF CONTENTS

PART I.	Financial Statements
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	2
	Consolidated Statements of Income for the three months ended March 31, 2023 and 2022	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022	5
	Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the three months ended March 31, 2023 and 2022	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	59
PART II.	Other Information
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
SIGNATURES		61

PART I. Financial Statements

Item 1.    Consolidated Financial Statements

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

	As of		As of December 31, 2022
	March 31, 2023
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	2,069	$	1,799
Short-term restricted cash and cash equivalents	6,145		6,149
Cash and cash equivalent margin deposits and guaranty funds	102,072		141,990
Invested deposits, delivery contracts receivable and unsettled variation margin	1,897		5,382
Customer accounts receivable, net of allowance for doubtful accounts of $21 and $22 at March 31, 2023 and December 31, 2022, respectively	1,650		1,169
Prepaid expenses and other current assets	503		458
Total current assets	114,336		156,947
Property and equipment, net	1,727		1,767
Other non-current assets:
Goodwill	21,120		21,111
Other intangible assets, net	12,946		13,090
Long-term restricted cash and cash equivalents	405		405
Other non-current assets	1,016		1,018
Total other non-current assets	35,487		35,624
Total assets	$	151,550	$	194,338
Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	949	$	866
Section 31 fees payable	118		223
Accrued salaries and benefits	146		352
Deferred revenue	562		170
Short-term debt	—		4
Margin deposits and guaranty funds	102,072		141,990
Invested deposits, delivery contracts payable and unsettled variation margin	1,897		5,382
Other current liabilities	262		184
Total current liabilities	106,006		149,171
Non-current liabilities:
Non-current deferred tax liability, net	3,409		3,493
Long-term debt	18,123		18,118
Accrued employee benefits	157		160
Non-current operating lease liability	233		254
Other non-current liabilities	411		381
Total non-current liabilities	22,333		22,406
Total liabilities	128,339		171,577
Commitments and contingencies

2

Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding	—		—
Common stock, $0.01 par value; 1,500 shares authorized; 635 and 634 issued at March 31, 2023 and December 31, 2022, respectively, and 559 shares outstanding for both March 31, 2023 and December 31, 2022	6		6
Treasury stock, at cost; 76 and 75 shares at March 31, 2023 and December 31, 2022, respectively	(6,274)		(6,225)
Additional paid-in capital	14,388		14,313
Retained earnings	15,362		14,943
Accumulated other comprehensive loss	(315)		(331)
Total Intercontinental Exchange, Inc. stockholders’ equity	23,167		22,706
Non-controlling interest in consolidated subsidiaries	44		55
Total equity	23,211		22,761
Total liabilities and equity	$	151,550	$	194,338

See accompanying notes.

3

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Revenues:
Exchanges	$	1,673	$	1,643
Fixed income and data services	563		509
Mortgage technology	236		307
Total revenues	2,472		2,459
Transaction-based expenses:
Section 31 fees	119		51
Cash liquidity payments, routing and clearing	457		509
Total revenues, less transaction-based expenses	1,896		1,899
Operating expenses:
Compensation and benefits	352		359
Professional services	28		34
Acquisition-related transaction and integration costs	21		9
Technology and communication	172		175
Rent and occupancy	20		21
Selling, general and administrative	74		55
Depreciation and amortization	260		254
Total operating expenses	927		907
Operating income	969		992
Other income/(expense):
Interest income	91		1
Interest expense	(176)		(103)
Other expense, net	(35)		(58)
Total other income/(expense), net	(120)		(160)
Income before income tax expense	849		832
Income tax expense	175		165
Net income	$	674	$	667
Net income attributable to non-controlling interest	(19)		(10)
Net income attributable to Intercontinental Exchange, Inc.	$	655	$	657
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	1.17	$	1.17
Diluted	$	1.17	$	1.16
Weighted average common shares outstanding:
Basic	559		561
Diluted	561		564

See accompanying notes.

4

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Net income	$	674	$	667
Other comprehensive income/(loss):
Foreign currency translation adjustments	16		(25)
Other comprehensive income/(loss)	16		(25)
Comprehensive income	$	690	$	642
Comprehensive income attributable to non-controlling interest	(19)		(10)
Comprehensive income attributable to Intercontinental Exchange, Inc.	$	671	$	632

See accompanying notes.

5

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest

(In millions)

(Unaudited)

	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity
	Common  Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
	Shares	Value		Shares	Value
Balance, as of December 31, 2022	634	$	6	(75)	$	(6,225)	$	14,313	$	14,943	$	(331)	$	55	$	22,761
Other comprehensive income	—	—		—	—		—		—		16		—		16
Exercise of common stock options	—	—		—	—		10		—		—		—		10
Payments relating to treasury shares	—	—		(1)	(49)		—		—		—		—		(49)
Stock-based compensation	—	—		—	—		47		—		—		—		47
Issuance under the employee stock purchase plan	—	—		—	—		18		—		—		—		18
Issuance of restricted stock	1	—		—	—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(30)		(30)
Dividends paid to stockholders	—	—		—	—		—		(236)		—		—		(236)
Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(19)		—		19		—
Net income	—	—		—	—		—		674		—		—		674
Balance, as of March 31, 2023	635	$	6	(76)	$	(6,274)	$	14,388	$	15,362	$	(315)	$	44	$	23,211

	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity
	Common  Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
	Shares	Value		Shares	Value
Balance, as of December 31, 2021	631	$	6	(70)	$	(5,520)	$	14,069	$	14,350	$	(196)	$	39	$	22,748
Other comprehensive loss	—	—		—	—		—		—		(25)		—		(25)
Exercise of common stock options	—	—		—	—		15		—		—		—		15
Repurchases of common stock	—	—		(3)	(475)		—		—		—		—		(475)
Payments relating to treasury shares	—	—		(1)	(69)		—		—		—		—		(69)
Stock-based compensation	—	—		—	—		45		—		—		—		45
Issuance under the employee stock purchase plan	—	—		—	—		24		—		—		—		24
Issuance of restricted stock	2	—		—	—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(13)		(13)
Dividends paid to stockholders	—	—		—	—		—		(214)		—		—		(214)
Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(10)		—		10		—
Net income	—	—		—	—		—		667		—		—		667
Balance, as of March 31, 2022	633	$	6	(74)	$	(6,064)	$	14,153	$	14,793	$	(221)	$	36	$	22,703

See accompanying notes.

6

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Operating activities:
Net income	$	674	$	667
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	260		254
Stock-based compensation	40		38
Deferred taxes	(83)		(86)
Net losses from unconsolidated investees	35		42
Other	10		9
Changes in assets and liabilities:
Customer accounts receivable	(484)		(480)
Other current and non-current assets	(88)		(56)
Section 31 fees payable	(105)		(7)
Deferred revenue	406		411
Other current and non-current liabilities	(12)		(36)
Total adjustments	(21)		89
Net cash provided by operating activities	653		756
Investing activities:
Capital expenditures	(21)		(36)
Capitalized software development costs	(64)		(67)
Purchases of invested margin deposits	(463)		(651)
Proceeds from sales of invested margin deposits	2,605		1,709
Other	(12)		(73)
Net cash provided by investing activities	2,045		882
Financing activities:
Repayments of debt	(4)		—
Proceeds from commercial paper, net	—		256
Repurchases of common stock	—		(475)
Dividends to stockholders	(236)		(214)
Change in cash and cash equivalent margin deposits and guaranty funds	(42,059)		14,153
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(49)		(69)
Other	(3)		27
Net cash provided by/(used in) financing activities	(42,351)		13,678
Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	1		(1)
Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	(39,652)		15,315
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period	150,343		147,976
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period	$	110,691	$	163,291

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

(Unaudited)

	As of March 31, 2023		As of  March 31, 2022
Supplemental cash flow disclosure:
Cash paid for income taxes	$	149	$	90
Cash paid for interest	$	167	$	117
Reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the balance sheet:
Cash and cash equivalents	$	2,069	$	638
Short-term restricted cash and cash equivalents	6,145		1,101
Long-term restricted cash and cash equivalents	405		405
Cash and cash equivalent margin deposits and guaranty funds	102,072		161,147
Total	$	110,691	$	163,291

See accompanying notes.

7

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1.Description of Business

Nature of Business and Organization

Intercontinental Exchange, Inc. is 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. Our business is conducted through three reportable business segments:

•Exchanges: We operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities.

•Fixed Income and Data Services: 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.

•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage market, from application through closing and the secondary market.

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

2.     Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2022. The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature.

Preparing financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts that are reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests.

We have considered the impacts of macroeconomic conditions, including recent banking sector events and the uncertainty surrounding the U.S. debt ceiling, as well as the ongoing conflict between Russia, Belarus and Ukraine on our financial statements. As of March 31, 2023, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the extent and duration of this ongoing conflict and the impact that it may have on the global economy and on our business.

Recently Adopted Accounting Pronouncements

During the three months ended March 31, 2023, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022, or the 2022 Form 10-K.

8

3.     Pending Acquisition

Pending Acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we had entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets. Pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2022, among ICE, Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the “merger agreement,” Sub will merge with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE.

On March 7, 2023, ICE and Black Knight announced that, in connection with the merger agreement, Black Knight has entered into an agreement to sell its loan origination business. On March 7, 2023, ICE and Black Knight also entered into an amendment to the merger agreement to reduce the value of the aggregate transaction consideration to approximately $11.7 billion as of March 7, 2023, or $75 per share of Black Knight common stock, with cash comprising 90% of the value of the aggregate transaction consideration and shares of our common stock comprising 10% of the value of the aggregate transaction consideration. The aggregate cash component of the transaction consideration is fixed at $10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger. If consummated, we expect that this transaction will build on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry. We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

On March 30, 2023, our amended proxy statement/prospectus on Form S-4 was declared effective by the SEC, and on April 28, 2023, Black Knight stockholders approved the amendment to the merger agreement. The transaction is expected to close in the second half of 2023 following the receipt of regulatory approvals, a favorable resolution of the FTC litigation concerning this transaction, and the satisfaction of customary closing conditions. See Note 13 where additional details of this transaction are discussed.

4. Investments

Equity Investments Subject to ASU 2016-01

Our equity investments are subject to valuation under Accounting Standards Update, or ASU, 2016-01, Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01. See Note 14 for a discussion of our determination of fair value of our financial instruments, which were not material as of March 31, 2023.

Equity Method Investments

Our equity method investments include the Options Clearing Corporation, or OCC, and Bakkt Holdings, LLC, or Bakkt, among others. Our equity method investments are included in other non-current assets in the accompanying consolidated balance sheet. We initially record our equity method investments at cost. At the end of each reporting period, we record our share of profits or losses of our equity method investments as equity earnings included in other income, and adjust the carrying value of our equity method investment accordingly. 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. We assess the carrying value periodically if impairment indicators are present.

We recognized $35 million and $42 million as our share of estimated losses, net, from our equity method investments during the three months ended March 31, 2023 and 2022, respectively. The estimated losses during both the three months ended March 31, 2023 and March 31, 2022 are primarily related to our investment in Bakkt, partially offset by our share of OCC profits. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.

When performing our assessment of the carrying value of our investments, we consider, among other things, the length of time and the extent to which the market value has been less than our cost basis, if applicable, the investee's financial condition and near-term prospects, the economic or technological environment in which our investees operate, weakening of the general market condition of the related industry, whether an investee can continue as a going concern, any

9

impairment charges recorded by an investee on goodwill, intangible or long-lived assets, and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Investment in OCC

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

Investment in Bakkt

As of March 31, 2023, we held an approximate 66% economic interest in Bakkt. As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with VIH, we hold a minority voting interest in Bakkt and treat it as an equity method investment.

5. Revenue Recognition

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our deferred revenue. Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers.

Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues. Deferred revenue is our only significant contract liability. See Note 7 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration. In addition, we have elected the practical expedient of excluding sales taxes from transaction prices. We have assessed the costs incurred to obtain or fulfill a contract with a customer, which are primarily our sales commissions.

Refer to Note 5 to the consolidated financial statements included in Part II, Item 8 of our 2022 Form 10-K where our primary revenue contract classifications are described in detail.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 15:

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended March 31, 2023:
Total revenues	$	1,673	$	563	$	236	$	2,472
Transaction-based expenses	576		—		—		576
Total revenues, less transaction-based expenses	$	1,097	$	563	$	236	$	1,896
Timing of Revenue Recognition
Services transferred at a point in time	$	635	$	123	$	67	$	825
Services transferred over time	462		440		169		1,071
Total revenues, less transaction-based expenses	$	1,097	$	563	$	236	$	1,896

10

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended March 31, 2022:
Total revenues	$	1,643	$	509	$	307	$	2,459
Transaction-based expenses	560		—		—		560
Total revenues, less transaction-based expenses	$	1,083	$	509	$	307	$	1,899
Timing of Revenue Recognition
Services transferred at a point in time	$	634	$	76	$	142	$	852
Services transferred over time	449		433		165		1,047
Total revenues, less transaction-based expenses	$	1,083	$	509	$	307	$	1,899

The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues. Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

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

The Fixed Income and Data Services segment revenues transferred over time in the table above also include services related to risk management of open interest performance obligations, primarily in our CDS business.

The Mortgage Technology segment revenues transferred over time in the table above primarily relate to our origination technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied, and to a lesser extent, professional services revenues and revenues from certain of our data and analytics offerings.

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

	Three Months Ended March 31,
	2023		2022
Exchanges Segment:
Data services revenues	$	232	$	214
Services transferred over time related to risk management of open interest performance obligations	76		76
Services transferred over time related to listings	126		129
Services transferred over time related to regulatory fees, trading permits, and software licenses	28		30
Total	$	462	$	449
Fixed Income Data Services Segment:
Data services revenues	$	430	$	422
Services transferred over time related to risk management of open interest performance obligations in our CDS business	10		11
Total	$	440	$	433
Mortgage Technology Segment:
Subscription revenues	$	165	$	156
Professional service revenues and other	4		9
Total	$	169	$	165
Total consolidated revenues transferred over time	$	1,071	$	1,047

11

6. Goodwill and Other Intangible Assets

The following is a summary of the activity in our goodwill balance for the three months ended March 31, 2023 (in millions):

Goodwill balance at December 31, 2022	$	21,111
Foreign currency translation	8
Other activity, net	1
Goodwill balance at March 31, 2023	$	21,120

The following is a summary of the activity in our other intangible assets balance for the three months ended March 31, 2023 (in millions):

Other intangible assets balance at December 31, 2022	$	13,090
Foreign currency translation	6
Amortization of other intangible assets	(150)
Other intangible assets balance at March 31, 2023	$	12,946

Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar. The changes in other activity, net, in the table above primarily relate to adjustments to the fair value of the net tangible and intangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

During the three months ended March 31, 2023, we considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included declines in our stock price and recent inflation spikes and rising interest rates, including their effect on our forecasts, among others. As such, we performed this assessment to determine whether it was more-likely-than-not that goodwill and indefinite lived intangibles within each of our reportable business segments were impaired. Additionally, we evaluated whether the carrying value of the finite lived intangible assets within our reportable business segments may not be recoverable. After evaluating events, circumstances and factors which could affect the significant inputs used in our evaluation of cash flows and related fair value, we determined it was not more-likely-than-not that an impairment existed in our goodwill and indefinite lived intangible assets or that the carrying amount of our finite lived intangible assets was not recoverable. We plan to perform our annual impairment testing in the fourth quarter.

7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $661 million as of March 31, 2023, including $562 million in current deferred revenue and $99 million in other non-current liabilities. The changes in our deferred revenue during the three months ended March 31, 2023 are as follows (in millions):

	Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at January 1, 2023	$	115	$	88	$	51	$	254
Additions	470		159		14		643
Amortization	(127)		(89)		(20)		(236)
Deferred revenue balance at March 31, 2023	$	458	$	158	$	45	$	661

The changes in our deferred revenue during the three months ended March 31, 2022 are as follows (in millions):

	Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at January 1, 2022	$	112	$	93	$	79	$	284
Additions	472		186		26		684
Amortization	(129)		(112)		(32)		(273)
Deferred revenue balance at March 31, 2022	$	455	$	167	$	73	$	695

12

Included in the amortization recognized during the three months ended March 31, 2023 is $67 million related to the deferred revenue balance as of January 1, 2023. Included in the amortization recognized for the three months ended March 31, 2022 is $73 million related to the deferred revenue balance as of January 1, 2022. As of March 31, 2023, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 5.

8. Debt

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

	As of March 31, 2023		As of December 31, 2022
Debt:
Short-term debt:
Other short-term debt	$	—	$	4
Total short-term debt	—		4
Long-term debt:
2025 Senior Notes (3.65% senior unsecured notes due May 23, 2025)	1,244		1,243
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,247		1,247
2027 Senior Notes (4.00% senior unsecured notes due September 15, 2027)	1,487		1,487
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	498		498
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	594		594
2029 Senior Notes (4.35% senior unsecured notes due June 15, 2029)	1,240		1,240
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,236		1,235
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,485		1,485
2033 Senior Notes (4.60% senior unsecured notes due March 15, 2033)	1,488		1,488
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,232		1,231
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,231		1,231
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,221		1,221
2052 Senior Notes (4.95% senior unsecured notes due June 15, 2052)	1,465		1,464
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,471		1,471
2062 Senior Notes (5.20% senior unsecured notes due June 15, 2062)	984		983
Total long-term debt	18,123		18,118
Total debt	$	18,123	$	18,122

Our senior notes of $18.1 billion have a weighted average maturity of 16 years and a weighted average cost of 3.6% per annum.

Credit Facilities

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 25, 2027, with future capacity to increase our borrowings under the Credit Facility by an additional $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. No amounts were outstanding under the Credit Facility as of March 31, 2023.

As of March 31, 2023, of the $3.9 billion that was available for borrowing under the Credit Facility, $151 million was required to support certain broker-dealer and other subsidiary commitments. We did not have any amounts outstanding under our U.S. dollar commercial paper program, or the Commercial Paper Program, as of March 31, 2023. Therefore, there was not an amount required to backstop the Commercial Paper Program. The amount required to backstop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $3.7 billion was available for working capital and general corporate purposes including, but not limited to, acting as a backstop to future amounts outstanding under the Commercial Paper Program.

We have a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $14.0 billion, or the Bridge Facility, with a maturity date of May 3, 2023. As of March 31, 2023, there were no amounts outstanding under the Bridge Facility.

13

We have a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan, with a maturity date of May 25, 2024. Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranges from 0.625% to 1.125% for Term SOFR loans and from 0.000% to 0.125% for base rate loans, in each case, based on a ratings-based pricing grid. We expect to use the proceeds from borrowings under the Term Loan to fund a portion of the purchase price for the Black Knight acquisition. We have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time. No amounts were outstanding under the Term Loan as of March 31, 2023.

Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of March 31, 2023, there were no amounts outstanding under these credit lines.

Commercial Paper Program

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense. We did not have any notes outstanding under our Commercial Paper Program as of March 31, 2023.

9. Share-Based Compensation

We currently sponsor stock option plans, restricted stock plans and our Employee Stock Purchase Plan to our employees and directors. Stock options and restricted stock are granted at the discretion of the Compensation Committee of our Board of Directors, or Board, based on the estimated fair value on the date of grant. The fair value of the stock options and restricted stock on the date of grant is recognized as expense over the vesting period, net of forfeitures. The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock and under our employee stock purchase plan, net of amounts classified as capitalized software, were $40 million and $38 million for the three months ended March 31, 2023 and 2022, respectively.

Stock Option Plans

We use the Black-Scholes option pricing model to value our stock option awards. During the three months ended March 31, 2023 and 2022, we used the assumptions in the table below to compute the value:

	Three Months Ended March 31,
Assumptions:	2023	2022
Risk-free interest rate	3.47%	1.72%
Expected life in years	6.1