The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons. See the factors set forth under the heading "Forward Looking Statements" at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading "Risk Factors." For discussion related to the results of operations and changes in financial condition for 2021 compared to 2020 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report on Form 10-K, which was filed with theU.S. Securities and Exchange Commission onFebruary 3, 2022 .
Overview
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 andU.S. residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. The majority of our identifiable assets are located in theU.S. andU.K. We report our results in the following three 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 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 theU.S. residential mortgage market, from application through closing and the secondary market.
Recent Developments
Pending Acquisition of Black Knight, Inc.
OnMay 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 ofMay 4, 2022 , among ICE,Sand Merger Sub Corporation , a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the "merger agreement," Sub will merge with and into Black Knight, which we refer to as the "merger," with Black Knight surviving as a wholly owned subsidiary of ICE. As ofMay 4, 2022 , the transaction was valued at approximately$13.1 billion , or$85 per share of Black Knight common stock, with cash comprising 80% of the value of the aggregate transaction consideration and shares of our common stock comprising 20% of the value of the 44
-------------------------------------------------------------------------------- aggregate transaction consideration at that time. The aggregate cash component of the transaction consideration is fixed at$10.5 billion , and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger. This transaction builds on our position as a provider of electronic workflow solutions for the rapidly evolvingU.S. residential mortgage industry. Black Knight provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets. We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk. OnAugust 19, 2022 , our preliminary proxy statement/prospectus on Form S-4 was declared effective by theSEC , and onSeptember 21, 2022 , Black Knight stockholders approved the transaction. The transaction is expected to close in the first half of 2023 following the receipt of regulatory approvals and the satisfaction of customary closing conditions.
Global Market Conditions
Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events or conflicts. During 2022, macroeconomic conditions, including rising interest rates, recent spikes in inflation rates and market volatility, along with geopolitical concerns, including the war inUkraine and the sanctions and other measures that have been and continue to be imposed in response to the war, created uncertainty and volatility in the global economy and resulted in a dynamic operating environment. Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market volatility and rising interest rates, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates in 2022 have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment.
We have suspended all services in
non-sanctioned entities. From an operational perspective, our businesses,
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 in
We expect the macro environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates and inflation rates, as well as the uncertainty surrounding the extent and duration of the ongoing conflict betweenRussia andUkraine , and the impact that any of the foregoing may have on the global economy and on our business.
Tax Policy Changes
In July andAugust 2022 , the CHIPS and Science Act, or CHIPS, and the Inflation Reduction Act of 2022, or IRA, were signed into law. The IRA introduced a 15% corporate alternative minimum tax, or CAMT, on adjusted financial statement income for corporations with profits in excess of$1 billion , effective for tax years afterDecember 31, 2022 . While further guidance on the implementation of the CAMT is expected, we do not expect it will have a material impact to our 2023 effective tax rate. We also do not expect that CHIPS will have a material impact. The IRA also includes a stock buyback excise tax of 1% on share repurchases, which will apply to net stock buybacks afterDecember 31, 2022 . We do not expect this to have a material impact once share repurchases are resumed.The Organization for Economic Cooperation and Development , orOECD /G20 , has proposed the introduction of a global minimum tax rate at 15%. Consultations are ongoing and while we expect increased tax compliance requirements, we do not expect a material impact to our effective tax rate given our current tax profile. 45 --------------------------------------------------------------------------------
Consolidated Financial Highlights
The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts):
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Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Revenues, less transaction-based expenses $ 7,292 $ 7,146 2 % $ 7,146 $ 6,036 18 %
Recurring revenues(1) $ 3,721 $ 3,509 6 % $ 3,509 $ 2,923 20 %
Transaction revenues, net(1) $ 3,571 $ 3,637 (2) % $ 3,637 $ 3,113 17 %
Operating expenses $ 3,654 $ 3,697 (1) % $ 3,697 $ 3,003 23 %
Adjusted operating expenses(2) $ 2,953 $ 2,977 (1) % $ 2,977 $ 2,495 19 %
Operating income $ 3,638 $ 3,449 5 % $ 3,449 $ 3,033 14 %
Adjusted operating income(2) $ 4,339 $ 4,169 4 % $ 4,169 $ 3,541 18 %
Operating margin 50 % 48 % 2 pts 48 % 50 % (2 pts)
Adjusted operating margin(2) 59 % 58 % 1 pt 58 % 59 % (1 pt)
Other income/(expense), net $ (1,830) $ 2,249 n/a $ 2,249 $ (267) n/a
Income tax expense $ 310 $ 1,629 (81) % $ 1,629 $ 658 148 %
Effective tax rate 17 % 29 % (12 pts) 29 % 24 % 5 pts
Net income attributable to ICE $ 1,446 $ 4,058 (64) % $ 4,058 $ 2,089 94 %
Adjusted net income attributable to ICE(2) $ 2,974 $ 2,863 4 % $ 2,863 $ 2,449 17 %
Diluted earnings per share attributable to
ICE common stockholders $ 2.58 $ 7.18 (64) % $ 7.18 $ 3.77 90 %
Adjusted diluted earnings per share
attributable to ICE common stockholders(2) $ 5.30 $ 5.06 5 % $ 5.06 $ 4.41 15 %
Cash flows from operating activities $ 3,554 $ 3,123 14 % $ 3,123 $ 2,881 8 %
*Percentage changes in the table above deemed “n/a” are not meaningful.
(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility. We define transaction revenues as those associated with a more specific point-in-time service, such as trade execution. (2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. Adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders are presented net of taxes. These adjusted figures are not calculated in accordance withU.S. Generally Accepted Accounting Principles, or GAAP. See "- Non-GAAP Financial Measures" below.
•Revenues, less transaction-based expenses, increased
2021. The increase in revenues includes
exchange effects arising from the stronger
•Revenues, less transaction-based expenses, increased
2020. The increase in revenues includes
exchange effects arising from the weaker
•Operating expenses decreased$43 million in 2022 from 2021. The decrease in operating expenses includes$38 million in favorable foreign exchange effects arising from the strongerU.S. dollar in 2022 from 2021. •Operating expenses increased$694 million in 2021 from 2020. The increase in operating expenses includes$22 million in unfavorable foreign exchange effects arising from the weakerU.S. dollar in 2021 from 2020. •Other income/(expense), net, in 2022 primarily includes our share of estimated equity method investment losses and an impairment charge on our investment in Bakkt to its fair value, of$1.4 billion , a net gain on the sale of ourEuroclear plc , orEuroclear , stake of$41 million , interest income of$108 million and interest expense of$616 million . •Other income/(expense), net, in 2021 primarily includes our gain on the Bakkt transaction of$1.4 billion , our gain on the sale of our Coinbase Global, Inc., orCoinbase , investment of$1.2 billion , equity earnings in OCC of$51 million , estimated equity losses in our investment in Bakkt during the post-merger period of$92 million , dividend income fromEuroclear plc , orEuroclear , of$60 million , a fair value adjustment gain on ourEuroclear investment of$34 million and interest expense of$423 million . •The effective tax rate in 2022 was lower than the effective tax rate in 2021 primarily due to the deferred income tax benefit from the impairment to our equity method investment in Bakkt in the current year, and the deferred income tax expense from theU.K. tax law changes in the prior year. 47 -------------------------------------------------------------------------------- •The effective tax rate in 2021 was higher than the effective tax rate in 2020 primarily due to the deferred income tax impacts resulting from theU.K. tax law changes. In 2021, theU.K. enacted a corporate income tax rate increase from 19% to 25% effectiveApril 1, 2023 . In 2020, theUK enacted a corporate income tax rate increase from 17% to 19% effectiveApril 1, 2020 .
Business Environment and Market Trends
Our business environment has been characterized by:
•globalization of marketplaces, customers and competitors;
•growing customer demand for workflow efficiency and automation;
•commodity, interest rate, inflation rate and financial markets volatility and
uncertainty;
•growing demand for data to inform customers’ risk management and investment
decisions;
•evolving, increasing and disparate regulation across multiple jurisdictions;
•price volatility increasing customers’ demand for risk management services;
•increasing focus on capital and cost efficiencies;
•customers’ preference to manage risk in markets demonstrating the greatest
depth of liquidity and product diversity;
•the evolution of existing products and new product innovation to serve emerging
customer needs and changing industry agreements;
•rising demand for speed, data, data capacity and connectivity by market
participants, necessitating increased investment in technology; and
•consolidation and increasing competition among global markets for trading,
clearing and listings.
Recent changes with regard to global financial reform have emphasized the importance of transparent markets, centralized clearing and access to data, all of which are important aspects of our product offering. However, some of the proposed rules have yet to be implemented and some rules that have already been partially implemented are being reconsidered. In addition, some of the global regulations have not been fully harmonized and several non-U.S. regulations are inconsistent withU.S. rules. As the evolution continues, legislative and regulatory actions may change the way we conduct our business and may create uncertainty for market participants, which could affect trading volumes or demand for market data. As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will have on us. As discussed more fully in Item 1 "- Business - Regulation" included in this Annual Report, Brexit, MiFID II and other regulations have resulted in operational, regulatory and/or business risk. We have diversified our business so that we are not dependent on volatility or transaction activity in any one asset class. In addition, we have increased our portion of recurring revenues from 34% in 2014 to 51% in 2022. These recurring revenues include data services, listings and various mortgage technology solutions. Many of the data products we sell and services we provide are required for our clients' business operations regardless of market volatility or shifts in business profitability levels. We anticipate that there will continue to be growth in the financial information services sector driven by a number of global trends, including the following:
•increasing global regulatory demands;
•greater use of fair value accounting standards and reliance on independent
valuations;
•greater emphasis on risk management;
•market fragmentation driven by regulatory changes;
•the move to passive investing and indexation;
•ongoing growth in the size and diversity of financial markets;
•increased automation of fixed income, mortgage and other less automated
markets;
•the development of new data products;
•the demand for greater data capacity and connectivity;
•new entrants; and
•increasing demand for outsourced services by financial institutions.
We continue to focus on our strategy to grow each of our revenue streams, and
prudently manage expenses, in order to mitigate these uncertainties and to build
on our growth opportunities by leveraging our proprietary data, clearing,
markets and technology solutions.
48
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Segment Results
Our business is conducted through three reportable business segments: Exchanges, Fixed Income and Data Services and Mortgage Technology. Segments are discussed more in detail in "Item 1- Business". While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments. Our segments do not engage in intersegment transactions.
For details on trends in recent prior-year periods, refer to our 2021 and 2020
Annual Reports on Form 10-K.
Exchanges Segment
The following presents selected statements of income data for our Exchanges
segment (dollars in millions):
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(1) The adjusted figures in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted figures are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.
Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Revenues:
Energy futures and options $ 1,162 $ 1,236 (6) % $ 1,236 $ 1,120 10 %
Agricultural and metals futures and options 235 228 3 228 245 (7)
Financial futures and options 475 394 21 394 357 10
Futures and options 1,872 1,858 1 1,858 1,722 8
Cash equities and equity options 2,722 2,377 15 2,377 2,585 (8)
OTC and other 429 326 31 326 296 10
Transaction and clearing, net 5,023 4,561 10 4,561 4,603
(1)
Data and connectivity services 877 838 5 838 790 6 Listings 515 479 7 479 446 7 Revenues 6,415 5,878 9 5,878 5,839 1 Transaction-based expenses(1) 2,344 2,022 16 2,022 2,208
(8)
Revenues, less transaction-based expenses 4,071 3,856 6 3,856 3,631 6 Other operating expenses 968 1,028 (6) 1,028 965 6 Depreciation and amortization 240 244 (2) 244 261 (7) Acquisition-related transaction and integration costs 1 61 (99) 61 16 287 Operating expenses 1,209 1,333 (9) 1,333 1,242 7 Operating income$ 2,862 $ 2,523 13 %$ 2,523 $ 2,389 6 % Recurring revenues$ 1,392 $ 1,317 6 %$ 1,317 $ 1,236 7 % Transaction revenues, net$ 2,679 $ 2,539 6 %$ 2,539 $ 2,395 6 %
(1)Transaction-based expenses are largely attributable to our cash equities and
options business.
Exchanges Revenues
Our Exchanges segment includes transaction and clearing revenues from our
futures and NYSE exchanges, related data and connectivity services, and our
listings business. Transaction and clearing revenues consist of fees collected
from derivatives, cash equities and equity options trading and derivatives
clearing, and are reported on a net basis, except for the NYSE transaction-based
expenses discussed below. Rates per-contract, or RPC, are driven by the number
of contracts or securities traded and the fees charged per contract, net of
certain rebates. Our per-contract transaction and clearing revenues will depend
upon many factors, including, but not limited to, market conditions, transaction
and clearing volume, product mix, pricing, applicable revenue sharing and market
making agreements, and new product introductions.
50
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Transaction and clearing revenues are generally assessed on a per-contract basis
and revenues and profitability fluctuate with changes in contract volume and
product mix. We consider data and connectivity services revenues and listings
revenues to be recurring revenues. Our data and connectivity services revenues
are recurring subscription fees related to the various data and connectivity
services that we provide which are directly attributable to our exchange venues.
Our listings revenues are also recurring subscription fees that we earn for the
provision of NYSE listings services for public companies and ETFs, and related
corporate actions for listed companies.
In 2022 and 2021, 18% and 17%, respectively, of our Exchanges segment revenues,
less transaction-based expenses, were billed in pounds sterling or euros. Due to
the fluctuations of the pound sterling and euro compared to the U.S. dollar, our
Exchanges segment revenues, less transaction-based expenses, were lower by
$87 million in 2022 from 2021.
Our exchange transaction and clearing revenues are presented net of rebates. We
recorded rebates of $869 million and $1.0 billion in 2022 and 2021,
respectively. We offer rebates in certain of our markets primarily to support
market liquidity and trading volume by providing qualified participants in those
markets a discount to the applicable commission rate. Such rebates are
calculated based on volumes traded. The decrease in rebates is primarily due to
lower volumes as compared to the prior year and the migration of Sterling
futures rebates into the Sterling Overnight Index Average, or SONIA, and a
change in the pricing and structure of SONIA products.
•Energy Futures and Options: Total energy volume decreased 4% and revenues
decreased 6% in 2022 from 2021.
-Total oil futures and options volume decreased 12% in 2022 from 2021 driven, in
part, by lower Gasoil volumes which are impacted by the uncertainty around
Russian sanctions and the conflict in
-Our global natural gas futures and options volume increased 16% in 2022 from 2021 as 2022 benefited from elevated price volatility related to geopolitical events, including the conflict inUkraine .
-Our environmentals and other futures and options volume decreased 12% in 2022
from 2021 with growth in
environmental volumes.
•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets increased 5% and revenues increased 3% in 2022 from 2021. The overall increase in agricultural volumes was due to 2022 benefiting from elevated price volatility and price inflation driving an increased need to manage risk across our commodity markets.
-Sugar futures and options volumes increased 5% in 2022 from 2021.
-Other agricultural and metal futures and options volumes increased 4% in 2022
from 2021.
•Financial Futures and Options: Total volume increased 2% and revenues increased 21% in our financial futures and options markets in 2022 from 2021. Adjusting for the transition of the LIBOR-based Sterling contract to the alternative rate-based SONIA contract, which is half the notional size of the Sterling contract, total volume in our financial futures and options markets increased 19% in 2022. 2022 benefited from elevated volatility across global markets driven by geopolitical events, central bank activity and inflationary concerns. -Interest rate futures and options volume decreased 1% and revenue increased 23%, respectively, in 2022 from 2021. Adjusting for the transition of the LIBOR-based Sterling contract to the alternative rate-based SONIA contract, which is half the notional size of the Sterling contract, interest rate volumes increased 20% in 2022 from 2021 driven by interest rate volatility and increased speculation of central bank activity due to inflation concerns. Interest rate futures and options revenues were$292 million and$237 million in 2022 and 2021, respectively. -Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, increased 15% and revenue increased 16% in 2022 from 2021. 2022 benefited from elevated volatility across global equity markets driven by geopolitical events, central bank activity and inflationary concerns. Other financial futures and options revenues were$183 million and$157 million in 2022 and 2021, respectively. •Cash Equities and Equity Options: Cash equities volume increased 4% in 2022 from 2021 due to higher market volumes driven by elevated volatility related to inflationary, recessionary and geopolitical concerns. Cash equities revenues, net of transaction-based expenses, were$275 million and$246 million in 2022 and 2021, respectively. Equity options volume increased 6% in 2022 from 2021 driven by increased participation and higher market share. 51 --------------------------------------------------------------------------------
Equity options revenues, net of transaction-based expenses, were
and
•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of ourU.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues increased 31% in 2022 from 2021 primarily due to an increase in interest income on clearing margin deposits. Following theOctober 2021 Bakkt transaction, Bakkt revenues are no longer included within our OTC and other revenues. •Data and Connectivity Services: Our data and connectivity services revenues increased 5% in 2022 from 2021. The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing customers. •Listings Revenues: Through NYSE, NYSE American and NYSE Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies. Listings revenues increased 7% in 2022 from 2021, driven by the full impact of strong equity capital markets activity in 2021. Listings revenues in our securities markets arise from fees applicable to companies listed on our cash equities exchanges- original listing fees and annual listing fees. Original listing fees consist of two components: initial listing fees and fees related to corporate actions. Initial listing fees, subject to a minimum and maximum amount, are based on the number of shares that a company initially lists. All listings fees are billed upfront and the identified performance obligations are satisfied over time. Revenue related to the investor relations performance obligation is recognized ratably over the period these services are provided, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges. In addition, we earn corporate actions-related listing fees in connection with actions involving the issuance of new shares, such as stock splits, rights issues and sales of additional securities, as well as mergers and acquisitions. Listings fees related to other corporate actions are considered contract modifications of our listing contracts and are recognized ratably over time as customers continue to list on our exchanges.
In 2022, NYSE listed over
including three of the top five operating company IPOs defined by offering
proceeds raised, follow-on offerings and over 30 transfers from competing
exchanges, an increase of 56% from
Selected Operating Data
Management considers volume metrics when making financial and operating
decisions, and believes volumes are useful for management and investors in
understanding the performance of our exchanges business. The following charts
and tables present trading activity in our futures and options markets by
commodity type based on the total number of contracts traded, as well as futures
and options rate per contract (in millions, except for percentages and rate per
contract amounts):
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Volume and Rate per Contract
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Year Ended Year Ended
December 31, December 31,
2022 2021 Change 2021 2020 Change
Number of contracts traded (in millions):
Energy futures and options 753 782 (4) % 782 773 1 %
Agricultural and metals futures and
options 102 98 5 % 98 108 (10) %
Financial futures and options 646 634 2 % 634 619 2 %
Total 1,501 1,514 (1) % 1,514 1,500 1 %
Year Ended Year Ended
December 31, December 31,
2022 2021 Change 2021 2020 Change
Average Daily Volume of contracts traded
(in thousands):
Energy futures and options 3,000 3,103 (3) % 3,103 3,054 2 %
Agricultural and metals futures and
options 407 388 5 % 388 428 (9) %
Financial futures and options 2,524 2,475 2 % 2,475 2,409 3 %
Total 5,931 5,966 (1) % 5,966 5,891 1 %
Year Ended Year Ended
December 31, December 31,
Rate per contract: 2022 2021 Change 2021 2020 Change
Energy futures and options $ 1.54 $ 1.58 (2) % $ 1.58 $ 1.45 9 %
Agricultural and metals futures and
options $ 2.30 $ 2.34 (2) % $ 2.34 $ 2.27 3 %
Financial futures and options $ 0.73 $ 0.61 19 % $ 0.61 $ 0.57 7 %
Open interest is the aggregate number of contracts (long or short) that clearing
members hold either for their own account or on behalf of their clients. Open
interest refers to the total number of contracts that are currently "open," - in
other words, contracts that have been entered into but not yet liquidated by
either an offsetting trade, exercise, expiration or assignment. Open interest is
also a measure of the future activity remaining to be closed out in terms of the
number of contracts that members and their clients continue to hold in the
particular contract and by the number of contracts held for each contract month
listed by the exchange. The following charts and table present our year-end open
interest for our futures and options contracts (in thousands, except for
percentages):
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As of December 31, As of December 31,
2022 2021 Change 2021 2020 Change
Open interest - in thousands of
contracts:
Energy futures and options 42,524 40,317 5 % 40,317 40,073 1 %
Agricultural and metals futures
and options 3,881 3,763 3 % 3,763 3,608 4 %
Financial futures and options 20,342 23,942 (15) % 23,942 27,535 (13) %
Total 66,747 68,022 (2) % 68,022 71,216 (4) %
The following charts and tables present selected cash and equity options trading
data. All trading volume below is presented as average net daily trading volume,
or ADV, and is single counted:
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Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
NYSE cash equities (shares in
millions):
Total cash handled volume 2,409 2,317 4 % 2,317 2,466 (6) %
Total cash market share matched 19.9 % 19.9 % - 19.9 % 22.1 %
(2.3) pts
NYSE equity options (contracts in thousands): NYSE equity options volume 7,621 7,162 6 % 7,162 5,101 40 % Total equity options volume 38,244 37,170 3 % 37,170 27,685 34 % NYSE share of total equity options 19.9 % 19.3 % 0.6 pts 19.3 % 18.4 % 0.8 pts Revenue capture or rate per contract: Cash equities rate per contract (per 100 shares)$0.045 $0.042 8 %$0.042 $0.044 (5) % Equity options rate per contract$0.05 $0.06 (9) %$0.06 $0.08
(23) %
Handled volume represents the total number of shares of equity securities, ETFs and crossing session activity internally matched on our exchanges or routed to and executed on an external market center. Matched volume represents the total number of shares of equity securities, ETFs and crossing session activity executed on our exchanges.
Transaction-Based Expenses
Our equities and equity options markets pay fees to theSEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of transaction and clearing fee revenue. These Section 31 fees are assessed to recover the government's costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our transaction and clearing revenues when invoiced. The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us will vary from collections. Section 31 fees were$499 million and$248 million in 2022 and 2021, respectively. The increase in Section 31 fees was primarily due to an increase in rates. The fees we collect are included in cash at the time of receipt and we remit the amounts to theSEC semi-annually as required. The total amount is included in accrued liabilities and was$223 million as ofDecember 31, 2022 . We make liquidity payments to cash and options trading customers, as well as routing charges made to other exchanges which are included in transaction-based expenses. We incur routing charges when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our securities exchanges. In that case, we route the customer's order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We record routing charges on a gross basis as a component of transaction and clearing fee revenue. Cash liquidity payments, routing and clearing fees were$1.8 billion in both 2022 and 2021.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Exchanges segment's operating expenses,
operating income and operating margin (dollars in millions). See "- Consolidated
Operating Expenses" below for a discussion of the significant changes in our
operating expenses.
Exchanges Segment: Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Operating expenses $ 1,209 $ 1,333 (9) % $ 1,333 $ 1,242 7 %
Adjusted operating expenses(1) $ 1,142 $ 1,201 (5) % $ 1,201 $ 1,145 5 %
Operating income $ 2,862 $ 2,523 13 % $ 2,523 $ 2,389 6 %
Adjusted operating income(1) $ 2,929 $ 2,655 10 % $ 2,655 $ 2,486 7 %
Operating margin 70 % 65 % 5 pts 65 % 66 % (1 pt)
Adjusted operating margin(1) 72 % 69 % 3 pts 69 % 68 % 1 pt
(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted numbers are not
calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.
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Fixed Income and Data Services Segment
The following charts and table present our selected statements of income data
for our Fixed Income and Data Services segment (dollars in millions):
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[[Image Removed: ice-20221231_g26.jpg]][[Image Removed: ice-20221231_g27.jpg]][[Image Removed: ice-20221231_g28.jpg]][[Image Removed: ice-20221231_g29.jpg]]
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted numbers are not calculated in accordance withU.S. GAAP. See "- Non-GAAP Financial Measures" below. 56 --------------------------------------------------------------------------------
Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Revenues:
Fixed income execution $ 101 $ 52 96 % $ 52 $ 70 (25) %
CDS clearing 305 192 59 192 208 (8)
Fixed income data and analytics 1,098 1,082 1 1,082 1,018 6
Fixed income and credit 1,504 1,326 13 1,326 1,296 2
Other data and network services 588 557 6 557 514 8
Revenues 2,092 1,883 11 1,883 1,810 4
Other operating expenses 1,023 1,012 1 1,012 967 5
Acquisition-related transaction and
integration costs 1 1 (20) 1 -
195
Depreciation and amortization 349 341 2 341 351 (3) Operating expenses 1,373 1,354 1 1,354 1,318 3 Operating income$ 719 $ 529 36 %$ 529 $ 492 7 % Recurring revenues$ 1,686 $ 1,639 3 %$ 1,639 $ 1,532 7 % Transaction revenues$ 406 $ 244 66 %$ 244 $ 278 (12) %
In the table above, we consider fixed income data and analytics revenues and
other data and network services revenues to be recurring revenues.
In 2022 and 2021, 11% and 14%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, theU.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the fluctuations of the pound sterling and euro compared to theU.S. dollar during 2022, our Fixed Income and Data Services revenues were lower by$28 million in 2022 than in 2021.
Fixed Income and Data Services Revenues
Our Fixed Income and Data Services revenues increased 11% in 2022 from 2021
primarily due to strength in our fixed income execution and CDS clearing
businesses due to elevated volatility across global markets driven by
geopolitical events, central bank activity and inflationary concerns.
•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were nominal in 2022 and 2021. Our fixed income execution revenues increased 96% in 2022 from 2021 due to elevated volatility across global markets driven by geopolitical events, central bank activity and inflationary concerns. •CDS Clearing: CDS clearing revenues increased 59% in 2022 from 2021. The notional value of CDS cleared was$23.8 trillion and$17.0 trillion in 2022 and 2021, respectively. The increases in the notional value of CDS cleared were primarily driven by heightened volatility related to geopolitical events and inflationary concerns. •Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 1% in 2022 from 2021. The increase in revenues was due to strength in our index business during the first half of 2022 and continued growth in our pricing and reference data business driven by the strong retention rate of existing customers, the addition of new customers, and increased purchases by existing customers. This was partially offset by unfavorable foreign exchange effects arising from fluctuations of theU.S. dollar as compared to 2021. •Other Data and Network Services: Our other data and network services revenues increased 6% in 2022 from 2021. The increase in revenues was driven primarily by growth in our ICE Global Network offering, coupled with increased demand and strong retention in our consolidated feeds business, and strength in our derivatives analytics and desktop revenues. Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues, which includes Fixed Income Data and Analytics as well as other data and network services, subscribed for the succeeding 12 months. ASV does not include new sales, contract terminations or price changes that may occur during that 12-month period. However, while it is an indicative forward-looking metric, it does not provide a precise growth forecast of the next 12 months of data 57
-------------------------------------------------------------------------------- services revenues. Management considers ASV metrics when making financial and operating decisions, and believes ASV is useful for management and investors in understanding our data services business performance. As ofDecember 31, 2022 , ASV was$1.682 billion , which increased 2.2% compared to the ASV as ofDecember 31, 2021 . ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange fluctuations.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Fixed Income and Data Services segment’s
operating expenses, operating income and operating margin (dollars in millions).
See “- Consolidated Operating Expenses” below for a discussion of the
significant changes in our operating expenses.
Fixed Income and Data Services
Segment: Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Operating expenses $ 1,373 $ 1,354 1 % $ 1,354 $ 1,318 3 %
Adjusted operating expenses(1) $ 1,193 $ 1,174 2 % $ 1,174 $ 1,119 5 %
Operating income $ 719 $ 529 36 % $ 529 $ 492 7 %
Adjusted operating income(1) $ 899 $ 709 27 % $ 709 $ 691 3 %
Operating margin 34 % 28 % 6 pts 28 % 27 % 1 pt
Adjusted operating margin(1) 43 % 38 % 5 pts 38 % 38 % -
(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted figures are not
calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.
58 --------------------------------------------------------------------------------
Mortgage Technology Segment
The following charts and table present our selected statements of income data
for our Mortgage Technology segment (dollars in millions):
[[Image Removed: ice-20221231_g30.jpg]] *Other revenues were
data and analytics revenues were
[[Image Removed: ice-20221231_g31.jpg]][[Image Removed: ice-20221231_g32.jpg]][[Image Removed: ice-20221231_g33.jpg]][[Image Removed: ice-20221231_g34.jpg]]
(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted figures are not calculated in accordance withU.S. GAAP. See "- Non-GAAP Financial Measures" below. 59 --------------------------------------------------------------------------------
Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Revenues:
Origination technology 758 971 (22) % 971 316 208 %
Closing solutions 229 310 (26) 310 238 30
Data and analytics 90 73 24 73 22 226
Other 52 53 (3) 53 19 185
Revenues 1,129 1,407 (20) 1,407 595 137
Other operating expenses 539 546 (1) 546 215 154
Acquisition-related transaction and
integration costs 91 40 130 40 89 (56)
Depreciation and amortization 442 424 4 424 139 205
Operating expenses 1,072 1,010 6 1,010 443 128
Operating income $ 57 $ 397 (86) % $ 397 $ 152 162 %
Recurring revenues $ 643 $ 553 16 % $ 553 $ 155 256 %
Transaction revenues $ 486 $ 854 (43) % $ 854 $ 440 94 %
In the table above, we consider subscription fee and certain other revenues to
be recurring revenues. Each revenue classification above contains a mix of
recurring and transaction revenues, based on the various service offerings
described in more detail below.
Mortgage Technology Revenues
Our mortgage technology revenues are derived from our comprehensiveU.S. residential mortgage platform. Our mortgage technology business is intended to enable greater workflow efficiency for customers focused on originatingU.S. residential mortgage loans. Mortgage technology revenues decreased$278 million or 20% in 2022 from 2021 primarily due to lower mortgage origination volumes driven by rising interest rates. •Origination technology: Our origination technology revenues decreased 22% in 2022 from 2021 due to lower transaction-based revenues as mortgage origination volumes declined during 2022. Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription. In addition, the ICE Mortgage Technology network provides originators connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year. Revenue from the ICE Mortgage Technology network is largely transaction-based. •Closing solutions: Our closing solutions revenues decreased 26% in 2022 from 2021 due to lower mortgage origination volumes. Our closing solutions connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the closing and recording process. Closing solutions also include revenues from ourMERSCORP Holdings, 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 byU.S. residential real estate. Revenues from closing solutions are largely transaction-based and are based on the volume of loans closed. •Data and Analytics: Our Data and Analytics revenues increased 24% in 2022 from 2021 due to the addition of new customers in our Automation, Intelligence, Quality, or AIQ, and data businesses. Revenues include those related to ICE Mortgage Technology's AIQ offering, which applies machine learning 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, which provide originators a granular view into the real-time trends of theU.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. 60 -------------------------------------------------------------------------------- •Other: Other revenues decreased 3% in 2022 from 2021 due to lower professional services and non-mortgage consumer engagement revenue. Other revenues include professional services fees, as well as revenues from ancillary products. Other revenues can be both recurring and transaction-based in nature.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Mortgage Technology segment’s operating
expenses, operating income and operating margin (dollars in millions). See
“- Consolidated Operating Expenses” below for a discussion of the significant
changes in our operating expenses.
Mortgage Technology Segment: Year Ended December 31, Year Ended December 31,
2022 2021 Change 2021 2020 Change
Operating expenses $ 1,072 $ 1,010 6 % $ 1,010 $ 443 128 %
Adjusted operating expenses(1) $ 618 $ 602 3 % $ 602 $ 231 160 %
Operating income $ 57 $ 397 (86) % $ 397 $ 152 162 %
Adjusted operating income(1) $ 511 $ 805 (37) % $ 805 $ 364 122 %
Operating margin 5 % 28 % (23 pts) 28 % 25 % 3 pts
Adjusted operating margin(1) 45 % 57 % (12 pts) 57 % 61 % (4 pts)
(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted numbers are not
calculated in accordance with GAAP. See “- Non-GAAP Financial Measures”
61 --------------------------------------------------------------------------------
Consolidated Operating Expenses
The following presents our consolidated operating expenses (dollars in
millions):
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Year Ended Year Ended
December 31, December 31,
2022 2021 Change 2021 2020 Change
Compensation and benefits $ 1,407 $ 1,462 (4) % $ 1,462 $ 1,188 23 %
Professional services 131 159 (17) 159 144 10
Acquisition-related transaction and
integration costs 93 102 (9) 102 105 (3)
Technology and communication 683 666 2 666 549 21
Rent and occupancy 83 84 (1) 84 81 3
Selling, general and administrative 226 215 5 215 185 16
Depreciation and amortization 1,031 1,009 2 1,009 751 34
Total operating expenses $ 3,654 $ 3,697 (1) % $ 3,697 $ 3,003 23 %
62
-------------------------------------------------------------------------------- The majority of our operating expenses do not vary directly with changes in our volume and revenues, except for certain technology and communication expenses, including data acquisition costs, licensing and other fee-related arrangements and a portion of our compensation expense that is tied directly to our data sales or overall financial performance. We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, integration of acquisitions, and other investments. In 2022 and 2021, 9% and 10%, respectively, of our operating expenses were incurred in pounds sterling or euros. Due to fluctuations in theU.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were$38 million lower in 2022 than in 2021. See Item 7(A) "- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk" below for additional information.
Compensation and Benefits Expenses
Compensation and benefits expense is our most significant operating expense and
includes non-capitalized employee wages, bonuses, non-cash or stock
compensation, certain severance costs, benefits and employer taxes. The bonus
component of our compensation and benefits expense is based on both our
financial performance and individual employee performance. The performance-based
restricted stock compensation expense is also based on our financial
performance. Therefore, our compensation and benefits expense will vary
year-to-year based on our financial performance and fluctuations in our number
of employees. The below chart summarizes the significant drivers of our
compensation and benefits expense results for the periods presented (dollars in
millions, except employee headcount).
Year Ended December 31,
2022 2021 Change
Employee headcount 8,911 8,858 1 %
Stock-based compensation expenses $ 149 $ 155
(4) %
Employee headcount increased in 2022 from 2021 primarily due to recent
acquisitions and a shift to move certain costs in-house, primarily in
Compensation and benefits expense decreased$55 million in 2022 from 2021 primarily due to$54 million in expenses related to Bakkt prior to deconsolidation in 2021. Compensation expense includes higher costs from increased headcount, annual merit increases and other related costs, offset by lower bonus expense in 2022 due to lower target performance as compared to the above-target performance in 2021. Stock-based compensation expenses decreased in 2022 due to the deconsolidation of Bakkt and lower target performance in 2022 as compared to the above-target performance in 2021.
Professional Services Expenses
Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees, and may fluctuate as a result of changes in our use of these services in our business.
Professional services expenses decreased
due to lower regulatory and litigation expenses, lower consulting expenses
related to bringing certain mortgage technology-related costs in-house, and
Acquisition-Related Transaction and Integration Costs
In 2022, we incurred
primarily due legal and consulting expenses related to our pending acquisition
of Black Knight and our integration of
We expect to continue to explore and pursue various potential acquisitions and
other strategic opportunities to strengthen our competitive position and support
our growth. As a result, we may incur acquisition-related transaction costs in
future periods.
63
--------------------------------------------------------------------------------
Technology and Communication Expenses
Technology support services consist of costs for running our wholly-owned data centers, hosting costs paid to third-party data centers, and maintenance of our computer hardware and software required to support our technology and cybersecurity. These costs are driven by system capacity, functionality and redundancy requirements. Communication expenses consist of costs for network connections for our electronic platforms and telecommunications costs. Technology and communications expense also includes fees paid for access to external market data, licensing and other fee agreement expenses. Technology and communications expenses may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly. Technology and communications expenses increased by$17 million in 2022 from 2021, primarily due to increased hardware and software support costs, increased hosting costs and increased data services costs, partially offset by$11 million in expenses in 2021 related to Bakkt prior to deconsolidation.
Rent and Occupancy Expenses
Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in theU.S. ,U.K. , andIndia , with smaller offices located throughout the world. Rent and occupancy expenses included decreased rent expense in 2022 from 2021 due to office closures, and expenses in 2021 related to Bakkt prior to deconsolidation. These costs were partially offset by higher costs related to utilities, repairs and maintenance as more employees returned to the office. See Item 2 "- Properties" above for additional information regarding our leased and owned property.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs. Selling, general and administrative expenses increased in 2022 from 2021, primarily due to increased marketing expenses related to additional branding efforts and increased travel and entertainment expenses compared to suppressed travel demand in 2021 as a result of COVID-19. These were partially offset by$19 million in expenses related to Bakkt in 2021 prior to deconsolidation.
Depreciation and Amortization Expenses
Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, software, furniture, fixtures and equipment over their estimated useful lives. This expense includes amortization of intangible assets obtained in our acquisitions of businesses, as well as on various licensing agreements, over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, trading products with finite lives and technology. This expense also includes amortization of internally-developed and purchased software over its estimated useful life.
We recorded amortization expenses on intangible assets acquired as part of our
acquisitions, as well as on other intangible assets, of
We recorded depreciation expenses on our fixed assets of
primarily due to an increase in internally developed software assets at ICE
Mortgage Technology.
64 --------------------------------------------------------------------------------
Consolidated Non-Operating Income/(Expense)
Income and expenses incurred through activities outside of our core operations
are considered non-operating. The following tables present our non-operating
income/(expenses) (dollars in millions):
Year Ended Year Ended
December 31, December 31,
2022 2021 Change 2021 2020 Change
Other income/(expense):
Interest income $ 108 $ 1 n/a $ 1 $ 10 (93) %
Interest expense (616) (423) 46 (423) (357) 19
Other income/(expense), net (1,322) 2,671 n/a 2,671 80 n/a
Total other income/(expense), net
n/a$ 2,249 $ (267) n/a Net income attributable to non-controlling interest$ (52) $ (11) 383 %$ (11) $ (19) (44) % Interest Income Interest income increased in 2022 from 2021 primarily due to an increase in short-term interest rates combined with larger investment balances. Interest income in 2022 includes$76 million in interest income recognized in connection with the short-term investments related to the$5.0 billion of SMR Notes (as defined in "Liquidity and Capital Resources- Debt") for the Black Knight acquisition and the remainder primarily relates to interest on the restricted cash balances held within our regulated entities.
Interest Expense
Interest expense increased in 2022 from 2021 primarily due to$135 million in interest expense in 2022 related to the Black Knight acquisition-related-debt,$30 million in costs associated with ourMay 2022 debt refinancing as well as higher bond coupons associated with the re-financing of our existing debt. See "- Debt" below. Other income/(expense), net Our equity method investments include OCC and Bakkt, among others. We recognized ($1.3 billion ) and ($42 million ) during 2022 and 2021, respectively, of our share of estimated equity method investment losses, net, and impairment charges, which are included in other income/(expense). In 2022, after recording our share of Bakkt's equity method losses, which included Bakkt's impairment charge, we recorded an impairment charge on our investment in Bakkt to its fair value as other expense. This was based on what we consider to be an other-than-temporary decline in fair value as a result of several factors, including consideration of the impairment charge recorded by Bakkt (see Notes 3 and 4 to our consolidated financial statements). The estimated losses and impairment during 2022 and 2021 are primarily related to our investment in Bakkt. These are partially offset by the estimated profits related to our investment in OCC. Both 2022 and 2021 include adjustments to reflect the difference between reported prior period actual results from our original estimates. During 2021, Bakkt completed its merger with VIH, as a result of which we retained an approximate 68% economic interest in Bakkt, and we recorded a gain of$1.4 billion as other income upon our deconsolidation of Bakkt. Following the merger, we show our economic interest share of estimated Bakkt profits/(losses) as equity earnings, which are also included in other income (expense), net. We recorded other expense of ($92 million ) related to our Bakkt investment for the post-merger period during 2021.
During 2021,
for
During 2022, we recorded a$9 million accrual for legal settlements as other expense. During 2021, we recorded a gain of$7 million related to the settlement of an acquisition-related indemnification claim from a prior acquisition as other income. In addition, we accrued approximately$16 million related to a legal settlement. We completed the sale of ourEuroclear stake onMay 20, 2022 . The carrying value of our investment was$700 million at the time of the sale. We recorded a net gain of$41 million on the sale, which is included in other income during 2022. We did not receive aEuroclear dividend during the 2022 prior to the sale of our investment. 65
-------------------------------------------------------------------------------- We incurred foreign currency transaction losses of$9 million and$13 million in 2022 and 2021, respectively. This was primarily attributable to the fluctuations of the pound sterling and euro relative to theU.S. dollar. Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods. See Item 7A "- Quantitative and Qualitative Disclosures About Market Risk -Foreign Currency Exchange Rate Risk" included elsewhere in this Annual Report for more information on these items. In connection with Accounting Standards Update, or ASU, 2017-07, Compensation Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, or ASU 2017-07, we are recognizing the other components of net benefit cost of our defined benefit plans in the income statement as non-operating income on a full retrospective basis. The combined net periodic expense of these plans was$2 million and$3 million in 2022 and 2021, respectively. Non-controlling Interest For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders' interests are shown as non-controlling interests. As ofDecember 31, 2022 , our non-controlling interests include those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi. During 2021 we received a contribution from a group of minority investors for a non-controlling interest in ICE Futures Abu Dhabi. Prior to completion of the Bakkt transaction onOctober 15, 2021 , our non-controlling interest also included the redeemable non-controlling interest of the non-ICE partners in Bakkt. OnOctober 15, 2021 , Bakkt completed its merger with VIH and as ofDecember 31, 2021 , we no longer held redeemable non-controlling interest related to Bakkt. Refer to Note 3 to our consolidated financial statements contained elsewhere in this Annual Report.
Consolidated Income Tax Provision
Consolidated income tax expense was$310 million and$1.6 billion in 2022 and 2021, respectively. The change in consolidated income tax expense between years is primarily due to the tax impact of changes in our pre-tax income and the changes in our effective tax rate. The consolidated income tax expense for 2021 was elevated due to the tax expense associated with the gains resulting from ourCoinbase and Bakkt transactions. Our effective tax rate was 17% and 29% in 2022 and 2021, respectively. The effective tax rate for 2022 is lower than the effective tax rate for 2021 primarily due to the deferred income tax benefit from the impairment to our equity method investment in Bakkt in 2022 and deferred income tax expenses from theU.K. tax law changes in 2021. In 2021, theU.K. enacted a corporate income tax rate increase from 19% to 25% effectiveApril 1, 2023 .
See Note 13 to our consolidated financial statements and related notes, which
are included in this Annual Report, for additional information on these tax
items.
66 --------------------------------------------------------------------------------
Liquidity and Capital Resources
Below are charts that reflect our outstanding debt and capital allocation. The
acquisition and integration costs in the chart below include cash paid for
acquisitions, net of cash received for divestitures, cash paid for equity and
equity method investments, cash paid for non-controlling interest and redeemable
non-controlling interest, and acquisition-related transaction and integration
costs, in each year.
[[Image Removed: ice-20221231_g36.jpg]][[Image Removed: ice-20221231_g37.jpg]][[Image Removed: ice-20221231_g38.jpg]]
[[Image Removed: ice-20221231_g39.jpg]][[Image Removed: ice-20221231_g40.jpg]][[Image Removed: ice-20221231_g41.jpg]][[Image Removed: ice-20221231_g42.jpg]]
We have financed our operations, growth and cash needs primarily through income
from operations and borrowings under our various debt facilities. Our principal
capital requirements have been to fund capital expenditures, working capital,
strategic acquisitions and investments, stock repurchases, dividends and the
development of our technology platforms. We believe that our cash on hand and
cash flows from operations will be sufficient to repay our outstanding debt, but
we
67
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may also need to incur additional debt or issue additional equity securities in
the future. See “- Future Capital Requirements” below.
See “- Cash Flow” below for a discussion of our capital expenditures and
capitalized software development costs.
Consolidated cash and cash equivalents were$1.8 billion and$607 million as ofDecember 31, 2022 and 2021, respectively. We had$6.6 billion and$1.4 billion in short-term and long-term restricted cash and cash equivalents as ofDecember 31, 2022 and 2021, respectively, the increase of which is related to the restricted$5.0 billion of SMR Notes intended to be used to finance the Black Knight acquisition. We had$142.0 billion and$145.9 billion of cash and cash equivalent margin deposits and guaranty funds as ofDecember 31, 2022 and 2021, respectively. As ofDecember 31, 2022 , the amount of unrestricted cash held by our non-U.S. subsidiaries was$502 million . Due toU.S. tax reform, the majority of our foreign earnings sinceJanuary 1, 2018 have been subject to immediateU.S. income taxation, and the existing non-U.S. unrestricted cash balance can be distributed to theU.S. in the future with no material additional income tax consequences. Our cash and cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets. We may invest a portion of our cash in excess of short-term operating needs in investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities. As ofDecember 31, 2022 , we held$1 million of unrestricted cash that was set aside for legal, regulatory and surveillance operations at NYSE.
Cash Flow
The following table presents the major components of net changes in cash and
cash equivalents, and restricted cash and cash equivalents (in millions):
Year
Ended
2022 2021 2020
Net cash provided by (used in):
Operating activities $ 3,554 $ 3,123 $ 2,881
Investing activities 677 (786) (10,361)
Financing activities (1,841) 62,026 26,000
Effect of exchange rate changes (23) (6) 8
Net increase in cash and cash equivalents, restricted cash
and cash equivalents, and cash and cash equivalent margin
deposits and guaranty funds
$ 2,367 $ 64,357 $ 18,528 Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain items, including depreciation and amortization, deferred taxes, stock-based compensation and the effects of changes in working capital. The$431 million increase in net cash provided by operating activities in 2022 from 2021 was driven by a$220 million increase in net income, adjusted for certain noncash operating activities. In 2022, these adjustments also include the gain on the sale of ourEuroclear investment and the net losses and impairment of our unconsolidated investees. During 2021, these adjustments also included the gains on the sale of ourCoinbase investment and our deconsolidation of Bakkt. Net income increased in 2022 from 2021 due to higher revenues of$146 million , driven by our Exchanges and Fixed Income and Data Services segments, as well as lower expenses, primarily due to the deconsolidation of Bakkt. The remaining$211 million increase is due to changes in our working capital and the timing of various payments and receipts. These changes include higher Section 31 fees payable of$316 million due to the rate changes determined by theSEC , offset primarily by timing of various payments and receipts, including higher interest receivable/payable on the cash and collateral held at our clearinghouses.
Investing Activities
Consolidated net cash provided by investing activities in 2022 primarily relates to$7.5 billion of proceeds from the sale of invested margin deposits and$741 million in proceeds from the sale of ourEuroclear investment, partially offset by$6.9 billion purchases of invested margin deposits,$225 million of capitalized expenditures,$257 million of software development costs,$73 million for purchases of equity and equity method investments and$59 million cash paid for acquisitions, net of cash acquired. 68 -------------------------------------------------------------------------------- Consolidated net cash used in investing activities in 2021 relates to$5.1 billion purchases of invested margin deposits,$179 million of capitalized expenditures,$273 million of capitalized software development costs,$117 million for the purchase of an equity method investment and$66 million cash paid for acquisitions, net of cash acquired, partially offset by$3.7 billion of proceeds from the sale of invested margin deposits and$1.2 billion in proceeds from the sale of ourCoinbase investment. The capital expenditures primarily relate to hardware and software purchases to continue the development and expansion of our electronic platforms, data services and clearing houses and leasehold improvements. The software development expenditures primarily relate to the development and expansion of our electronic trading platforms, data services, mortgage services and clearing houses. Financing Activities Consolidated net cash used in financing activities in 2022 primarily relates to a$4.5 billion change in our cash and cash equivalent margin deposits and guaranty fund balances,$2.7 billion in repayments of debt,$1.0 billion in net repayments under our Commercial Paper Program,$632 million in repurchases of common stock,$853 million in dividend payments to our stockholders and$73 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises, partially offset by$7.9 billion in net proceeds from our debt offerings. Consolidated net cash provided by financing activities in 2021 primarily relates to an increase in our cash and cash equivalent margin deposits and guaranty fund balances of$65.7 billion , partially offset by$1.2 billion in repayments of debt,$1.4 billion in net repayments under our Commercial Paper Program,$250 million in repurchases of common stock,$747 million in dividend payments to stockholders and$70 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.
Debt
As ofDecember 31, 2022 , we had$18.1 billion in outstanding debt, all of which relates to our senior notes. We also have$4 million outstanding under credit lines at our ICE India subsidiaries. As ofDecember 31, 2022 , our senior notes of$18.1 billion had a weighted average maturity of 16 years and a weighted average cost of 3.6% per annum. We did not have any commercial paper notes outstanding as ofDecember 31, 2022 . As ofDecember 31, 2021 , we had$13.9 billion in outstanding debt, consisting of$12.9 billion of senior notes,$1.0 billion under ourU.S. dollar commercial paper program, or the Commercial Paper Program, and$10 million under credit lines at our ICE India subsidiaries. As ofDecember 31, 2021 , our senior notes of$12.9 billion had a weighted average maturity of 15 years and a weighted average cost of 2.9% per annum. The commercial paper notes had original maturities ranging from three to 73 days as ofDecember 31, 2021 , with a weighted average interest rate of 0.33% per annum, and a weighted average remaining maturity of 26 days. InSeptember 2021 , we used the proceeds from commercial paper issuances and cash on hand to fund the redemption of$1.25 billion aggregate principal amount of senior floating rate notes due inJune 2023 , or the Floating Rate Notes. We delivered a notice of redemption of the Floating Rate Notes toWells Fargo Bank, National Association , as trustee, under the indenture governing the Floating Rate Notes, which was delivered to the holders of the Floating Rate Notes onSeptember 17, 2021 , and they were subsequently redeemed onSeptember 27, 2021 . In connection with this redemption, we recorded$4 million in accelerated unamortized deferred loan costs, which are included in interest expense in our consolidated statements of income for 2021. We have a$3.9 billion senior unsecured revolving credit facility, or the Credit Facility, pursuant to a credit agreement withWells 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. OnOctober 15, 2021 , we agreed with the lenders to extend the maturity date of the Credit Facility toOctober 15, 2026 , among other items. OnMay 25, 2022 , we agreed with the lenders to extend the maturity date of the Credit Facility fromOctober 15, 2026 , toMay 25, 2027 , among other items. As ofDecember 31, 2022 , of the$3.9 billion that is currently available for borrowing under the Credit Facility,$171 million was required to support certain broker-dealer and other subsidiary commitments. We did not have any notes outstanding under our Commercial Paper Program, as ofDecember 31, 2022 . Therefore, there was not a required amount to backstop the Commercial Paper Program. Amounts required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining$3.7 billion is available for working capital and general corporate purposes, including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.
On
senior notes, comprised of the following:
•$1.25 billion in aggregate principal amount of 3.65% senior notes due in 2025,
or the 2025 Notes;
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•$1.5 billion in aggregate principal amount of 4.00% senior notes due in 2027,
or the 2027 Notes;
•$1.25 billion in aggregate principal amount of 4.35% senior notes due in 2029,
or the 2029 Notes;
•$1.5 billion in aggregate principal amount of 4.60% senior notes due in 2033,
or the 2033 Notes;
•$1.5 billion in aggregate principal amount of 4.95% senior notes due in 2052,
or the 2052 Notes; and
•$1.0 billion in aggregate principal amount of 5.20% senior notes due in 2062,
or the 2062 Notes, collectively, the Notes.
We intend to use the net proceeds of$4.9 billion from the offering of the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes, or collectively, the SMR Notes, together with the issuance of commercial paper and/or borrowings under the Credit Facility, cash on hand or other immediately available funds and borrowings under the Term Loan, discussed below, to finance the cash portion of the purchase price for Black Knight. The SMR Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding SMR Notes at a redemption price equal to 101% of the aggregate principal amount of the SMR Notes, plus accrued and unpaid interest, in the event that the Black Knight acquisition is not consummated on or prior toMay 4, 2023 subject to two automatic extensions of three months each, toAugust 4, 2023 and toNovember 4, 2023 , respectively, if clearance under the HSR Act (or a restraint underU.S. antitrust laws) remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date, or if the Black Knight merger agreement is terminated at any time prior to such date. ICE would then need to secure new financing to close the transaction. There can be no assurance that the new financing could be secured and if it is secured, the terms of the new financing may be more expensive to ICE when compared to the existing financing terms for the$5.0 billion of outstanding notes. The$4.9 billion of net proceeds from the SMR Notes are separately invested and recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as ofDecember 31, 2022 . We used the$3.0 billion of net proceeds from the offering of the 2033 Notes and the 2052 Notes to redeem$2.7 billion aggregate principal amount of four series of senior notes that would have matured in 2022 and 2023. The balance of the net proceeds was used for general corporate purposes, which included paying down a portion of the amounts outstanding under our Commercial Paper Program. We recorded$30 million in costs associated with the extinguishment and re-financing of our existing debt in connection with ourMay 2022 debt refinancing. These costs are included in interest expense in our consolidated statements of income for 2022. For additional information regarding this transaction, refer to Note 3 to our consolidated unaudited financial statements, included in this Annual Report. OnMay 4, 2022 , we entered into a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed$14.0 billion , or the Bridge Facility. The commitments that the Company obtained for the Bridge Facility were permanently reduced from$14.0 billion and there were no amounts outstanding as ofDecember 31, 2022 as a result of (i) the amendment and extension of the Credit Facility, (ii) the issuance by the Company of certain senior unsecured notes onMay 23, 2022 , (iii)Euroclear divestment proceeds, (iv) the generation of cash internally by the Company, and (v) the effectiveness of our term loan facility. OnMay 25, 2022 , we entered into a$2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan. Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term SOFR plus an applicable margin plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranges from 0.625% to 1.125% for Term SOFR loans and from 0.000% to 0.125% for base rate loans, in each case, based on a ratings-based pricing grid. The proceeds from borrowings under the Term Loan will be used to fund a portion of the purchase price for the Black Knight acquisition. We 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 ofDecember 31, 2022 . Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities. We had net repayments of$1.0 billion under our Commercial Paper Program during 2022, and did not have any notes outstanding under our Commercial Paper Program as ofDecember 31, 2022 . Upon maturity of our commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper. To mitigate this risk, we maintain the Credit Facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper Program at any time. If we were not able to issue new commercial paper, we have the option of drawing on the backstop revolving facility. However, electing to do so would result in higher interest expense. 70 --------------------------------------------------------------------------------
For additional details of our debt instruments, refer to Note 10 to our
consolidated financial statements, included in this Annual Report.
Capital Return
InDecember 2021 , our Board approved an aggregate of$3.15 billion for future repurchases of our common stock with no fixed expiration date that became effectiveJanuary 1, 2022 . The$3.15 billion replaced the previous amount approved by the Board. The approval of ourBoard 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. During 2022, we repurchased 5.0 million shares of our outstanding common stock at a cost of$632 million , including 4.6 million shares at a cost of$582 million under our Rule 10b5-1 trading plan and 0.4 million shares at a cost of$50 million on the open market. During 2021, we repurchased 1.8 million shares of our outstanding common stock at a cost of$250 million on the open market. Open market repurchases are only made during an open trading period and all shares repurchased are held in treasury stock. We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan inAugust 2020 in connection with ourEllie Mae acquisition and inNovember 2021 , we resumed repurchases. InDecember 2021 , we entered into a new Rule 10b5-1 trading plan that became effective inFebruary 2022 . In connection with our pending acquisition of Black Knight, onMay 4, 2022 , we terminated our Rule 10b5-1 trading plan and suspended share repurchases. The remaining balance of Board approved funds for future repurchases as ofDecember 31, 2022 was$2.5 billion . From time to time, we enter into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common stock. We may discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules. We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities. The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources. During 2022, we paid cash dividends of$1.52 per share of our common stock in the aggregate, including quarterly dividends of$0.38 per share, for an aggregate payout of$853 million , which includes the payment of dividend equivalents on unvested employee restricted stock units. Refer to Note 12 to our consolidated financial statements included in this Annual Report, for details on the amounts of our quarterly dividend payouts for the last three years.
Future Capital Requirements
Our future capital requirements will depend on many factors, including the rate of growth across our segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases. We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between$450 million and$500 million in 2023, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses. As ofDecember 31, 2022 , we had$2.5 billion authorized for future repurchases of our common stock. Refer to Note 12 to our consolidated financial statements included in this Annual Report for additional details on our stock repurchase program. Our Board has adopted a quarterly dividend policy providing that dividends will be approved quarterly by the Board or the Audit Committee taking into account factors such as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives and our financial results and capital requirements, without a predetermined net income payout ratio. OnFebruary 2, 2023 , we announced a$0.42 per share dividend for the first quarter of 2023 payable onMarch 31, 2023 to stockholders of record as ofMarch 17, 2023 . Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See 71 -------------------------------------------------------------------------------- Notes 10 and 14 to our consolidated financial statements for further discussion. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be available or successful, or that the terms of such financing or transactions will be favorable to us. See "-Risk Factors" and Note 10 to our consolidated financial statements, included in this Annual Report.
Non-GAAP Measures
We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance. We use these measures in communicating certain aspects of our results and performance, including in this Annual Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for making period-to-period comparisons of results because the adjustments to GAAP are not reflective of our core business performance.
These financial measures are not presented in accordance with, or as an
alternative to, GAAP financial measures and may be different from non-GAAP
measures used by other companies. We encourage investors to review the GAAP
financial measures included in this Annual Report, including our consolidated
financial statements, to aid in their analysis and understanding of our
performance and in making comparisons.
The table below outlines our adjusted operating expenses, adjusted operating
income, adjusted operating margin, adjusted net income attributable to ICE
common stockholders and adjusted diluted earnings per share, which are non-GAAP
measures that are calculated by making adjustments for items we view as not
reflective of our cash operations and core business performance. These measures,
including the adjustments and their related income tax effect and other tax
adjustments (in millions, except for percentages and per share amounts), are as
follows:
72
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Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated
Year Ended December 31 , Year Ended December 31 , Year Ended December 31 ,
Year EndedDecember 31 , Operating income adjustments: 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020
Total revenues, less transaction-based expenses
$ 3,631 $ 2,092 $ 1,883 $ 1,810 $ 1,129 $ 1,407 $ 595 $ 7,292 $ 7,146 $ 6,036 Operating expenses 1,209 1,333 1,242 1,373 1,354 1,318 1,072 1,010 443 3,654 3,697 3,003 Less: Amortization of acquisition-related intangibles 67 73 74 180 180 191 363 369 123 610 622 388 Less: Transaction and integration costs and acquisition-related success fees - 59 12 - - - 91 39 89 91 98 101 Less: Impairment of developed software - - 11 - - - - - - - - 11 Less: Accrual relating to a regulatory settlement - - - - - 8 - - - - - 8 Adjusted operating expenses$ 1,142 $ 1,201 $ 1,145 $ 1,193 $ 1,174 $ 1,119 $ 618 $ 602 $ 231 $ 2,953 $ 2,977 $ 2,495 Operating income$ 2,862 $ 2,523 $ 2,389 $ 719 $ 529 $ 492 $ 57 $ 397 $ 152 $ 3,638 $ 3,449 $ 3,033 Adjusted operating income$ 2,929 $ 2,655 $ 2,486 $ 899 $ 709 $ 691 $ 511 $ 805 $ 364 $ 4,339 $ 4,169 $ 3,541 Operating margin 70 % 65 % 66 % 34 % 28 % 27 % 5 % 28 % 25 % 50 % 48 % 50 % Adjusted operating margin 72 % 69 % 68 % 43 % 38 % 38 % 45 % 57 % 61 % 59 % 58 % 59 % Non-operating income adjustments: Net income attributable to ICE common stockholders$ 1,446
Add: Amortization of acquisition-related intangibles 610 622 388 Add: Transaction and integration costs and acquisition-related success fees 91 98 101 Less: Gain on sale and fair value adjustment of equity investments and dividends received, net (41) (1,321) (55) Less: Gain on deconsolidation of Bakkt - (1,419) - Add/(Less): Net losses/(income) from and impairment of unconsolidated investees 1,340 42 (71) Add: Net interest expense on pre-acquisition-related debt and debt 89 4 19 extinguishment Add: Other 9 9 51 Add/(Less): Net income tax effect for the above items and deferred tax adjustments (579) 587 (109) Add: Deferred tax adjustments on acquisition-related intangibles 9 183 36 Adjusted net income attributable to ICE common stockholders$ 2,974 $ 2,863 $ 2,449 Diluted earnings per share attributable to ICE common stockholders$ 2.58 $ 7.18 $ 3.77 Adjusted diluted earnings per share attributable to ICE common stockholders$ 5.30
Diluted weighted average common shares outstanding 561 565 555
Amortization of acquisition-related intangibles are included in non-GAAP
adjustments as excluding these non-cash expenses provides greater clarity
regarding our financial strength and stability of cash operating results.
Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction. However, we adjust for the acquisition-related transaction and integration costs relating to acquisitions such asEllie Mae given the magnitude of the$11.4 billion purchase price of the acquisition. We also adjust for the acquisition-related transaction costs related to the merger of Bakkt and VIH, and for our pending acquisition of Black Knight, due to the significance of these transactions. We adjust for gains and losses on investment transactions and changes in the fair value of our investments. Our investments are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature.
The following non-GAAP adjustments are reported in the table above related to
investments:
•During 2022, we excluded the
investment;
•During 2021 and 2020, we excluded$34 million and$35 million , respectively, of fair value gains on ourEuroclear equity investment and during 2021, we excludedEuroclear dividends received of$60 million ;
•In 2021, we excluded the
the
•In 2020, we excluded the
investment.
73 -------------------------------------------------------------------------------- Similarly, and as included in the table above, we adjust for our share of net income/(losses) and impairment charges related to our equity method investments, which primarily include OCC and Bakkt. Our share of 2021 net losses from unconsolidated investees includes the period from the Bakkt merger onOctober 15, 2021 throughDecember 31, 2021 . During 2022, after recording our share of Bakkt's equity method losses, which included Bakkt's impairment charge, we recorded an impairment in our investment in Bakkt to its fair value as other expense. In 2022, the total Bakkt net losses and impairment was$1.4 billion and our share of OCC net income was$15 million . In 2021, our share of Bakkt losses was$92 million and our share of OCC income was$51 million . We believe these adjustments provide greater clarity of our performance given that equity method investments are non-cash and not a part of our core operations. We adjust for certain items related to our debt. Certain debt activities, such as the early termination of notes, pre-acquisition interest and expense and accelerated amortization of debt costs are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature. The following non-GAAP adjustments are reported in the table above related to our debt: •In 2022, we adjusted for costs of$30 million associated with the May andJune 2022 extinguishment of four series of senior notes that would have matured in 2022 and 2023 using proceeds from ourMay 2022 issuance of new senior notes.
•In 2022, we excluded
pre-acquisition-related debt from our
pending Black Knight acquisition. This adjustment was net of
interest income earnings on investments from the pre-acquisition debt proceeds.
•In 2021, we adjusted for the acceleration of unamortized costs of
related to the
•In 2020, we adjusted for the extinguishment payment of$14 million related to theJune 2020 early redemption of theDecember 2020 Senior Notes which included both a make-whole redemption payment and duplicative interest, and adjusted for pre-acquisition interest expense of$5 million on theAugust 2020 debt issued to fund a portion of the purchase price of ourEllie Mae acquisition.
Other adjustments not considered to be a part of our core business operations
include:
•Accruals related to legal and regulatory settlements, including settlements
related to an acquisition-related indemnification claim;
•A 2020 impairment of software developed at Bakkt when it was our subsidiary, since it related to the build-out of a fundamental software design rather than a recurring upgrade; and •A 2020 promissory note impairment charge on work performed by the original plan processor on the CAT as non-GAAP adjustments. See additional discussion on the CAT in Item 1(A) "-Risk Factors" in this Annual Report. Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments and deferred tax adjustments on acquisition-related intangibles. Deferred tax adjustments on acquisition-related intangibles include the impact ofU.K. andU.S. state tax law changes and apportionment updates, as well as other foreign tax law changes which resulted in deferred tax expense of$9 million ,$183 million and$36 million in 2022, 2021 and 2020, respectively, related to the following:
•Deferred tax adjustments in 2022 related primarily to
changes.
•Deferred tax adjustments in 2021 related primarily to theU.K. tax law changes enacted inJune 2021 , which increased theU.K. corporate income tax rate from 19% to 25% effectiveApril 1, 2023 . •The deferred tax adjustments in 2020 were due to the tax law changes enacted inJuly 2020 , which increased theU.K. corporate income tax rate from 17% to 19% effectiveApril 1, 2020 , as well as impacts ofU.S. state apportionment charges.
For additional information on these items, refer to our consolidated financial
statements included in this Annual Report and “- Recent Developments,”
“- Consolidated Operating Expenses”, “- Consolidated Non-Operating Income
(Expenses)” and “-Consolidated Income Tax Provision” above.
Off-Balance Sheet Arrangements
As described in Note 14 to our consolidated financial statements, which are
included elsewhere in this Annual Report, certain clearing house collateral is
reported off-balance sheet. We do not have any relationships with unconsolidated
entities or financial partnerships, often referred to as structured finance or
special purpose entities.
74
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Contractual Obligations and Commercial Commitments
We intend to fund our contractual obligations and commercial commitments from
existing cash and cash flow from operations. As of
primary cash requirements include the following contractual and other
obligations.
As ofDecember 31, 2022 , we had$18.1 billion in outstanding debt, including$4 million of short-term debt. Our outstanding debt consists of$18.1 billion of fixed rate senior notes and$4 million under credit lines at our ICE India subsidiaries. Our operating leases primarily relate to our leased office space and data center facilities, and as ofDecember 31, 2022 , we had fixed lease payment obligations of$342 million , with$73 million payable within one-year.
We have other purchase obligations to purchase various goods and services that
we believe are enforceable and legally binding.
In addition, we have$147.4 billion in cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin. Clearing members of our clearing houses are required to deposit original margin and variation margin and to make deposits to a guaranty fund. The cash and cash equivalent deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheets as current assets with corresponding current liabilities to the clearing members that deposited them. ICE NGX administers the physical delivery of energy trading contracts. It has an equal and offsetting claim to and from its respective participants on opposite sides of the physically-settled contract, each of which is reflected as a delivery contract receivable with an offsetting delivery contract payable. See Note 14 to our consolidated financial statements included in this Annual Report for additional information on our clearing houses and the margin deposits, guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin. We also have unrecognized tax benefits, or UTBs. As ofDecember 31, 2022 , our cumulative UTBs were$247 million , and accrued interest and penalties related to UTBs were$61 million . We are under examination by various tax authorities. We are unable to make a reasonable estimate of the periods of cash settlement because it is not possible to reasonably predict the amount of tax, interest and penalties, if any, that might be assessed by a tax authority or the timing of an assessment or payment. It is also not possible to reasonably predict whether or not the applicable statutes of limitations might expire without us being examined by any particular tax authority. See Note 13 to our consolidated financial statements for additional information on our UTBs. As ofDecember 31, 2022 , we, through NYSE, have net obligations of$102 million related to our pension and other benefit programs. The date of payment under these net obligations cannot be determined. See Note 17 to our consolidated financial statements for additional information on our pension and other benefit programs. In addition, the future funding of the implementation and operation of the CAT is ultimately expected to be provided by both the SROs and broker-dealers. To date, however, funding has been provided solely by the SROs, and future funding is expected to be repaid if industry member fees are approved by theSEC and subsequently collected by industry members.
New and Recently Adopted Accounting Pronouncements
Refer to Note 2 to our consolidated financial statements included in this Annual Report for information on the new and recently adopted accounting pronouncements that are applicable to us.
Critical Accounting Policies
We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact of, and any
associated risks related to, these policies on our business operations is
discussed throughout “- Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” For a detailed discussion on the
application of these and other accounting policies, see Note 2 to our
consolidated financial statements included in this Annual Report.
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance withU.S. GAAP. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. 75 -------------------------------------------------------------------------------- We base our estimates and judgments on our historical experience and other factors that we believe to be reasonable under the circumstances when we make these estimates and judgments and re-evaluate them on a periodic basis. Based on these factors, we make estimates and judgments about, among other things, the carrying values of assets and liabilities that are not readily apparent from market prices or other independent sources and about the recognition and characterization of our revenues and expenses. The values and results based on these estimates and judgments could differ significantly under different assumptions or conditions and could change materially in the future. We believe that the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and could materially increase or decrease our reported results, assets and liabilities.
Assets acquired and liabilities assumed in connection with our acquisitions are recorded at their estimated fair values.Goodwill represents the excess of the purchase price of an acquired company over the fair value of its identifiable net assets, including identified intangible assets. We recognize specifically identifiable intangibles, such as customer relationships, trademarks, technology, trading products, data, exchange registrations, backlog, trade names and licenses when a specific right or contract is acquired. Our determination of the fair value of the intangible assets and whether or not these assets may be impaired following their acquisition requires us to apply significant judgments and make significant estimates and assumptions regarding future cash flows. If we change our strategy or if market conditions shift, our judgments and estimates may change, which may result in adjustments to recorded asset balances. Intangible assets with finite useful lives are amortized over their estimated useful lives whereas goodwill and intangible assets with indefinite useful lives are not. In performing the allocation of the acquisitions' purchase price to assets and liabilities, we consider, among other factors, the intended use of the acquired assets, analysis of past financial performance and estimates of future performance of the acquired business. At the acquisition date, a preliminary allocation of the purchase price is recorded based upon a preliminary valuation performed with the assistance of a third-party valuation specialist. We continue to review and assess our estimates, assumptions and valuation methodologies during the measurement period provided by GAAP, which ends as soon as we receive the information about facts and circumstances that existed as of the acquisition date or we learn that more information is not obtainable, which usually does not exceed one year from the date of acquisition. Accordingly, these estimates and assumptions are subject to change, which could have a material impact on our consolidated financial statements. Estimation uncertainty may exist due to the sensitivity of the respective fair value to underlying assumptions about the future performance of an acquired business in our discounted cash flow models. Significant assumptions typically include revenue growth rates and expense synergies that form the basis of the forecasted results and the discount rate. Our goodwill and other indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired. We test our goodwill for impairment at the reporting unit level, and we have identified four reporting units. Our reporting units identified for our goodwill testing are the NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology reporting units. These impairment evaluations are performed by comparing the carrying value of the goodwill or other indefinite-lived intangibles to its estimated fair value. In accordance with ASU 2017-04, Simplifying the Test for Goodwill Impairment, or ASU-2017, for both goodwill and indefinite-lived intangible impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference. Alternatively, we may choose to bypass the qualitative option and perform quantitative testing to determine if the fair value is less than the carrying value. For our goodwill impairment testing, we have elected to bypass the qualitative assessment and apply the quantitative approach. For our testing of indefinite-lived intangible assets, we apply qualitative and quantitative approaches. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We have historically determined the fair value of our reporting units based on various valuation techniques, including discounted cash flow analysis and a multiple of earnings approach. In assessing whether goodwill and other intangible assets are impaired, we must make estimates and assumptions regarding future cash flows, long-term growth rates of our business, operating margins, discount rates, weighted average cost of capital and other factors to determine the fair value of our assets. These estimates and assumptions require management's judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the 76 -------------------------------------------------------------------------------- determination of fair value and/or impairment. We did not record any impairments in 2022, 2021 or 2020 as a result of our goodwill or indefinite-lived impairment testing. We are also required to evaluate other finite-lived intangible assets for impairment by first determining whether events or changes in circumstances indicate that the carrying value of these assets to be held and used may not be recoverable. If impairment indicators are present, then an estimate of undiscounted future cash flows produced by these long-lived assets is compared to the carrying value of those assets to determine if the asset is recoverable. If an asset is not recoverable, the loss is measured as the difference between fair value and carrying value of the impaired asset. Fair value of these assets is based on various valuation techniques, including discounted cash flow analysis, which are assessed and conducted in accordance with our internal impairment analysis policies.
Income Taxes
We are subject to income taxes in theU.S. ,U.K. and other foreign jurisdictions where we operate. The determination of our provision for income taxes and related accruals, deferred tax assets and liabilities requires the use of significant judgment, estimates, and the interpretation and application of complex tax laws. We recognize a current tax liability or tax asset for the estimated taxes payable or refundable on tax returns for the current year. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of our assets and liabilities. We establish valuation allowances if we believe that it is more likely than not that some or all of our deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using current enacted tax rates in effect for the years in which those temporary differences and carryforwards are expected to reverse. TheFinancial Accounting Standards Board , or FASB, Staff has provided additional guidance to address the accounting for the effects of the provisions related to the taxation of Global Intangible Low-Taxed Income noting that companies should make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse in future years or to include the tax expense in the year it is incurred. We have made a policy election to recognize such taxes as current period expenses when incurred. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50 percent likely to be realized. We recognize accrued interest and penalties related to uncertain income tax positions as income tax expense in the consolidated statements of income. We operate within multiple domestic and foreign taxing jurisdictions and are subject to audit in these jurisdictions by domestic and foreign tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions taken and the allocation of income among various tax jurisdictions. We record accruals for the estimated outcomes of these audits, and the accruals may change in the future due to new developments in each matter. At any point in time, many tax years are subject to or in the process of being audited by various taxing authorities. To the extent our estimates of settlements change or the final tax outcome of these matters is different from the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. Our income tax expense includes changes in our estimated liability for exposures associated with our various tax filing positions. Determining the income tax expense for these potential assessments requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. We believe the judgments and estimates discussed above are reasonable. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
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