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 June 30, 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 August 1, 2023, the number of shares of the registrant’s Common Stock outstanding was 560,301,373 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended June 30, 2023

TABLE OF CONTENTS

PART I.	Financial Statements
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	2
	Consolidated Statements of Income for the six months and three months ended June 30, 2023 and 2022	4
	Consolidated Statements of Comprehensive Income for the six months and three months ended June 30, 2023 and 2022	5
	Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the six months and three months ended June 30, 2023 and 2022	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	66
PART II.	Other Information
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	67
SIGNATURES		68

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
	June 30, 2023
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	2,877	$	1,799
Short-term restricted cash and cash equivalents	5,413		6,149
Restricted short-term investments	735		—
Cash and cash equivalent margin deposits and guaranty funds	86,917		141,990
Invested deposits, delivery contracts receivable and unsettled variation margin	1,412		5,382
Customer accounts receivable, net of allowance for doubtful accounts of $25 and $22 at June 30, 2023 and December 31, 2022, respectively	1,313		1,169
Prepaid expenses and other current assets	555		458
Total current assets	99,222		156,947
Property and equipment, net	1,718		1,767
Other non-current assets:
Goodwill	21,134		21,111
Other intangible assets, net	12,814		13,090
Long-term restricted cash and cash equivalents	205		405
Long-term restricted investments	199		—
Other non-current assets	991		1,018
Total other non-current assets	35,343		35,624
Total assets	$	136,283	$	194,338
Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	919	$	866
Section 31 fees payable	173		223
Accrued salaries and benefits	226		352
Deferred revenue	437		170
Short-term debt	—		4
Margin deposits and guaranty funds	86,917		141,990
Invested deposits, delivery contracts payable and unsettled variation margin	1,412		5,382
Other current liabilities	120		184
Total current liabilities	90,204		149,171
Non-current liabilities:
Non-current deferred tax liability, net	3,256		3,493
Long-term debt	18,128		18,118
Accrued employee benefits	156		160
Non-current operating lease liability	218		254
Other non-current liabilities	432		381
Total non-current liabilities	22,190		22,406
Total liabilities	112,394		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; 636 and 634 issued at June 30, 2023 and December 31, 2022, respectively, and 560 and 559 shares outstanding at June 30, 2023 and December 31, 2022, respectively	6		6
Treasury stock, at cost; 76 and 75 shares at June 30, 2023 and December 31, 2022, respectively	(6,276)		(6,225)
Additional paid-in capital	14,449		14,313
Retained earnings	15,925		14,943
Accumulated other comprehensive loss	(284)		(331)
Total Intercontinental Exchange, Inc. stockholders’ equity	23,820		22,706
Non-controlling interest in consolidated subsidiaries	69		55
Total equity	23,889		22,761
Total liabilities and equity	$	136,283	$	194,338

See accompanying notes.

3

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)

	Six Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Exchanges	$	3,214	$	3,247	$	1,541	$	1,604
Fixed income and data services	1,109		1,021		546		512
Mortgage technology	485		604		249		297
Total revenues	4,808		4,872		2,336		2,413
Transaction-based expenses:
Section 31 fees	175		174		56		123
Cash liquidity payments, routing and clearing	849		985		392		476
Total revenues, less transaction-based expenses	3,784		3,713		1,888		1,814
Operating expenses:
Compensation and benefits	703		714		351		355
Professional services	57		69		29		35
Acquisition-related transaction and integration costs	46		62		25		53
Technology and communication	345		344		173		169
Rent and occupancy	45		41		25		20
Selling, general and administrative	137		112		63		57
Depreciation and amortization	527		510		267		256
Total operating expenses	1,860		1,852		933		945
Operating income	1,924		1,861		955		869
Other income/(expense):
Interest income	193		9		102		8
Interest expense	(351)		(264)		(175)		(161)
Other income/(expense), net	(70)		(35)		(35)		23
Total other income/(expense), net	(228)		(290)		(108)		(130)
Income before income tax expense	1,696		1,571		847		739
Income tax expense	207		338		32		173
Net income	$	1,489	$	1,233	$	815	$	566
Net income attributable to non-controlling interest	(35)		(21)		(16)		(11)
Net income attributable to Intercontinental Exchange, Inc.	$	1,454	$	1,212	$	799	$	555
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	2.60	$	2.17	$	1.43	$	0.99
Diluted	$	2.59	$	2.16	$	1.42	$	0.99
Weighted average common shares outstanding:
Basic	560		560		560		558
Diluted	561		562		561		560

See accompanying notes.

4

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Six Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022
Net income	$	1,489	$	1,233	$	815	$	566
Other comprehensive income/(loss):
Foreign currency translation adjustments	47		(109)		31		(84)
Other comprehensive income/(loss)	47		(109)		31		(84)
Comprehensive income	$	1,536	$	1,124	$	846	$	482
Comprehensive income attributable to non-controlling interest	(35)		(21)		(16)		(11)
Comprehensive income attributable to Intercontinental Exchange, Inc.	$	1,501	$	1,103	$	830	$	471

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	—	—		—	—		—		—		47		—		47
Exercise of common stock options	—	—		—	—		24		—		—		—		24
Payments relating to treasury shares	—	—		(1)	(51)		—		—		—		—		(51)
Stock-based compensation	—	—		—	—		94		—		—		—		94
Issuance under the employee stock purchase plan	—	—		—	—		18		—		—		—		18
Contribution from equity partners	—	—		—	—		—		—		—		9		9
Issuance of restricted stock	2	—		—	—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(30)		(30)
Dividends paid to stockholders	—	—		—	—		—		(472)		—		—		(472)
Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(35)		—		35		—
Net income	—	—		—	—		—		1,489		—		—		1,489
Balance, as of June 30, 2023	636	$	6	(76)	$	(6,276)	$	14,449	$	15,925	$	(284)	$	69	$	23,889

	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 March 31, 2023	635	$	6	(76)	$	(6,274)	$	14,388	$	15,362	$	(315)	$	44	$	23,211
Other comprehensive income	—	—		—	—		—		—		31		—		31
Exercise of common stock options	—	—		—	—		14		—		—		—		14
Payments relating to treasury shares	—	—		—	(2)		—		—		—		—		(2)
Stock-based compensation	—	—		—	—		47		—		—		—		47
Contribution from equity partners	—	—		—	—		—		—		—		9		9
Issuance of restricted stock	1	—		—	—		—		—		—		—		—
Dividends paid to stockholders	—	—		—	—		—		(236)		—		—		(236)
Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(16)		—		16		—
Net income	—	—		—	—		—		815		—		—		815
Balance, as of June 30, 2023	636	$	6	(76)	$	(6,276)	$	14,449	$	15,925	$	(284)	$	69	$	23,889

6

Intercontinental Exchange, Inc. and Subsidiaries

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

(In millions)

(Unaudited)

	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity
	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	—	—		—	—		—		—		(109)		—		(109)
Exercise of common stock options	—	—		—	—		20		—		—		—		20
Repurchases of common stock	—	—		(4)	(632)		—		—		—		—		(632)
Payments relating to treasury shares	—	—		(1)	(71)		—		—		—		—		(71)
Stock-based compensation	—	—		—	—		88		—		—		—		88
Issuance under the employee stock purchase plan	—	—		—	—		24		—		—		—		24
Issuance of restricted stock	2	—		—	—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(13)		(13)
Dividends paid to stockholders	—	—		—	—		—		(427)		—		—		(427)
Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(21)		—		21		—
Net income	—	—		—	—		—		1,233		—		—		1,233
Balance, as of June 30, 2022	633	$	6	(75)	$	(6,223)	$	14,201	$	15,135	$	(305)	$	47	$	22,861

	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 March 31, 2022	633	$	6	(74)	$	(6,064)	$	14,153	$	14,793	$	(221)	$	36	$	22,703
Other comprehensive loss	—	—		—	—		—		—		(84)		—		(84)
Exercise of common stock options	—	—		—	—		5		—		—		—		5
Repurchases of common stock	—	—		(1)	(157)		—		—		—		—		(157)
Payments relating to treasury shares	—	—		—	(2)		—		—		—		—		(2)
Stock-based compensation	—	—		—	—		43		—		—		—		43
Dividends paid to stockholders	—	—		—	—		—		(213)		—		—		(213)
Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(11)		—		11		—
Net income	—	—		—	—		—		566		—		—		566
Balance, as of June 30, 2022	633	$	6	(75)	$	(6,223)	$	14,201	$	15,135	$	(305)	$	47	$	22,861

See accompanying notes.

7

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended June 30,
	2023		2022
Operating activities:
Net income	$	1,489	$	1,233
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	527		510
Stock-based compensation	85		76
Deferred taxes	(239)		(147)
Gain on sale of Euroclear investment	—		(41)
Net losses from unconsolidated investees	65		57
Other	26		21
Changes in assets and liabilities:
Customer accounts receivable	(181)		(177)
Other current and non-current assets	(66)		(48)
Section 31 fees payable	(50)		115
Deferred revenue	279		292
Other current and non-current liabilities	(130)		(166)
Total adjustments	316		492
Net cash provided by operating activities	1,805		1,725
Investing activities:
Capital expenditures	(61)		(70)
Capitalized software development costs	(142)		(134)
Purchases of invested margin deposits	(771)		(1,431)
Proceeds from sales of invested margin deposits	3,078		3,815
Cash paid for acquisitions, net of cash acquired	(5)		(36)
Purchases of equity and equity method investments	(6)		(43)
Proceeds from sale of Euroclear investment	—		741
Purchases of investments	(949)		—
Other	—		1
Net cash provided by investing activities	1,144		2,843
Financing activities:
Proceeds from/(repayments of) debt facilities, net	(4)		5,186
Redemption of commercial paper, net	—		(1,012)
Capital contributions from non-controlling interests	9		—
Repurchases of common stock	—		(632)
Dividends to stockholders	(472)		(427)
Change in cash and cash equivalent margin deposits and guaranty funds	(57,380)		16,163
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(50)		(71)
Other	11		31
Net cash provided by/(used in) financing activities	(57,886)		19,238
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		(19)
Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	(54,931)		23,787
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	$	95,412	$	171,763

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

(Unaudited)

	As of June 30, 2023		As of  June 30, 2022
Supplemental cash flow disclosure:
Cash paid for income taxes	$	536	$	524
Cash paid for interest	$	341	$	226
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	$	2,877	$	830
Short-term restricted cash and cash equivalents	5,413		6,045
Long-term restricted cash and cash equivalents	205		405
Cash and cash equivalent margin deposits and guaranty funds	86,917		164,483
Total	$	95,412	$	171,763

See accompanying notes.

8

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 six months and three months ended June 30, 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 during the quarter, including interest rates, the inflationary environment, geopolitical events and military conflicts, including repercussions from the conflict in Ukraine, and the impact that any of the foregoing may have on the global economy and on our business. As of June 30, 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 current macroeconomic environment and the impact that it may have on the global economy and on our business.

Recently Adopted Accounting Pronouncements

During the six months ended June 30, 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.

9

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 Empower 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.

On July 17, 2023, we announced that we have agreed to sell Black Knight’s Optimal Blue business to the same purchaser as that of the Empower business for $700 million. The structure of this proposed transaction includes a payment of $200 million in cash, with the remainder financed by a $500 million promissory note issued by the purchaser to Black Knight, as a subsidiary of ICE, at the closing of the transaction. The closing of the proposed Optimal Blue divestiture transaction is subject to the closing of our acquisition of Black Knight, the closing of the acquisition of Black Knight’s Empower loan origination system business, and the satisfaction of other customary closing conditions.

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 June 30, 2023.

Investment in Euroclear

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

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

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

10

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 $65 million and $57 million as our share of estimated losses, net, from our equity method investments during the six months ended June 30, 2023 and 2022, respectively, and $30 million and $15 million as our share of losses, net, from our equity method investments during the three months ended June 30, 2023 and 2022, respectively. The estimated losses during both the six months and three months ended June 30, 2023 and 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 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 June 30, 2023, we held an approximate 64% 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:

11

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Six Months Ended June 30, 2023:
Total revenues	$	3,214	$	1,109	$	485	$	4,808
Transaction-based expenses	1,024		—		—		1,024
Total revenues, less transaction-based expenses	$	2,190	$	1,109	$	485	$	3,784
Timing of Revenue Recognition
Services transferred at a point in time	$	1,263	$	229	$	148	$	1,640
Services transferred over time	927		880		337		2,144
Total revenues, less transaction-based expenses	$	2,190	$	1,109	$	485	$	3,784

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended June 30, 2023:
Total revenues	$	1,541	$	546	$	249	$	2,336
Transaction-based expenses	448		—		—		448
Total revenues, less transaction-based expenses	$	1,093	$	546	$	249	$	1,888
Timing of Revenue Recognition
Services transferred at a point in time	$	628	$	106	$	81	$	815
Services transferred over time	465		440		168		1,073
Total revenues, less transaction-based expenses	$	1,093	$	546	$	249	$	1,888

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Six Months Ended June 30, 2022:
Total revenues	$	3,247	$	1,021	$	604	$	4,872
Transaction-based expenses	1,159		—		—		1,159
Total revenues, less transaction-based expenses	$	2,088	$	1,021	$	604	$	3,713
Timing of Revenue Recognition
Services transferred at a point in time	$	1,197	$	159	$	270	$	1,626
Services transferred over time	891		862		334		2,087
Total revenues, less transaction-based expenses	$	2,088	$	1,021	$	604	$	3,713

12

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended June 30, 2022:
Total revenues	$	1,604	$	512	$	297	$	2,413
Transaction-based expenses	599		$	—	$	—	599
Total revenues, less transaction-based expenses	$	1,005	$	512	$	297	$	1,814
Timing of Revenue Recognition
Services transferred at a point in time	$	563	$	83	$	128	$	774
Services transferred over time	442		429		169		1,040
Total revenues, less transaction-based expenses	$	1,005	$	512	$	297	$	1,814

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:

	Six Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022
Exchanges Segment:
Data services revenues	$	463	$	432	$	231	$	218
Services transferred over time related to risk management of open interest performance obligations	151		139		$	75	$	63
Services transferred over time related to listings	252		260		$	126	$	131
Services transferred over time related to regulatory fees, trading permits, and software licenses	61		60		$	33	$	30
Total	$	927	$	891	$	465	$	442