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Share Name | Share Symbol | Market | Type |
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Intercontinental Exchange Inc | NYSE:ICE | NYSE | Common Stock |
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0.00 | 0.00% | 131.28 | 0 | 01:00:00 |
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-2286804
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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(Address of principal executive offices)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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ICE
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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Smaller reporting company
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☐
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Emerging growth company
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Item
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Page
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PART I
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1.
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1(A).
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1(B).
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7(A).
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8.
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9.
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9(A).
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9(B).
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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16.
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conditions in global financial markets and domestic and international economic, political and social conditions;
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the impact of the introduction of or any changes in laws, regulations, rules or government policies with respect to financial markets, climate change, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements;
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volatility in commodity prices, equity prices and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exchange rates, and mortgage origination and refinancing trends;
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the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation;
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our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;
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our equity and options exchanges’ compliance with their respective regulatory and oversight responsibilities;
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the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans;
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changes in renewal rates of subscription-based data revenues;
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our ability to execute our growth strategy, identify and effectively pursue, implement and integrate acquisitions and strategic alliances and realize the synergies and benefits of such transactions within the expected time frame;
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the performance and reliability of our trading and clearing technologies and those of third-party service providers;
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our ability to keep pace with technological developments and client preferences;
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our ability to ensure that the technology we utilize is not vulnerable to cyber-attacks, hacking and other cybersecurity risks or other disruptive events;
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our ability to identify trends and adjust our business to benefit from such trends;
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our ability to evolve our benchmarks and indices in a manner that maintains or enhances their reliability and relevance;
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the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and to fund our operational and capital expenditure needs;
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our ability to secure additional debt;
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our ability to maintain existing market participants and data customers, and to attract new ones;
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our ability to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;
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our ability to attract and retain key talent;
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our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others;
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potential adverse results of threatened or pending litigation and regulatory actions and proceedings;
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our ability to realize the expected benefits of our majority investment in Bakkt which could result in additional unanticipated costs and risks; and
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our ability to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams through digital currency transactions that are easily exploited.
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Trading and Clearing; and
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Data and Listings.
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Energy Futures and Options: We are a leading marketplace for global crude and refined oil. We offer trading and clearing services across a range of global benchmark contracts, including: Brent, West Texas Intermediate, or WTI, Platts Dubai, Gasoil, Heating Oil, and hundreds of additional grades and related spread contracts. The Brent complex, which includes the ICE Brent crude oil futures contract, our largest contract by volume traded, is a group of related benchmarks used to price a range of traded oil products, including approximately two-thirds of the world’s internationally traded crude oil. The ICE Low Sulphur Gasoil futures contract is a European diesel oil contract that serves as a middle distillate pricing benchmark for refined oil products, particularly in Europe and Asia. We also operate the world’s second largest market for trading in WTI crude oil futures, as measured by the volume of contracts traded. The WTI crude futures contract is the benchmark for pricing U.S. crude oil. Together, these benchmarks form the foundation for a suite of more than 600 other related oil products such as locational spreads, product spreads and refining spreads. These are precise risk management tools that benefit from the deep liquidity in, and their relationship to, our global oil benchmarks.
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Agricultural & Metals Futures and Options: We offer benchmark futures and options contracts on the most globally relevant commodities including: sugar, coffee, cocoa, cotton and frozen concentrated orange juice, as well as key metal contracts such as gold, silver and iron ore. Our markets provide global businesses effective price risk management tools to hedge input costs critical to the global flow of goods and services around the world.
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Financial Futures and Options: Our global interest rate complex spans geographies, currencies and tenors, providing market participants with effective tools to manage global interest rate risk. We offer the largest marketplace to transact in U.K. and European interest rates, including Short Sterling, Gilts, Sterling Overnight Index Average, or SONIA, and Euribor. In addition, we offer one- and three-month contracts on the Secured Overnight Financing Rates, or SOFR, adding to our interest rate complex. Other Financial Futures and Options include a range of contracts on key global equity and FX benchmarks such as the MSCI® World, MSCI® Emerging Markets, MSCI® EAFE, the FTSE® 100 and the U.S. Dollar Index, or USDX.
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Cash Equities and Equity Options: Through our five registered securities exchanges, including the New York Stock Exchange, or the NYSE, we serve a broad range of global capital markets participants, including investors, traders, market makers and global corporations. With a mission to provide a transparent, efficient and high quality trading market to our customers, we operate five cash equity exchange venues and two options markets.
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Fixed Income and Credit: We offer electronic trade execution for CDS instruments and are the industry leader in global CDS clearing, as measured by gross notional cleared. ICE Bonds, our fixed income execution business, offers deep liquidity pools across multiple trading protocols, such as click-to-trade, auctions and request for quote, or RFQ, providing our customers a choice in how they manage fixed income risk.
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OTC and Other Transactions: Our over-the-counter, or OTC, energy markets comprise of bilaterally-traded energy contracts. We operate our financially-settled bilateral energy markets through ICE Swap Trade, and we offer electronic trading of contracts based on physically-settled natural gas, power and refined oil contracts through ICE U.S. OTC Commodity Markets.
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Other Revenue: Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, technology development fees, exchange membership fees and agricultural grading and certification fees.
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Clearing House
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Products Cleared
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Location
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Exchange where Executed
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ICE's Contribution
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ICE Clear Europe
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Energy, agricultural, interest rates and equity index futures and options contracts and OTC CDS instruments
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U.K.
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ICE Futures Europe, ICE Futures U.S., ICE Endex, and third-party venues
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$308 million
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ICE Clear U.S.
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Agricultural, metals, FX, equity index futures and options contracts and digital assets futures contracts
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U.S.
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ICE Futures U.S.
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$128 million
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ICE Clear Credit
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North American, European, Asian-Pacific and Emerging Market CDS instruments
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U.S.
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Creditex, OTC and third-party venues
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$100 million
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ICE Clear Netherlands
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Derivatives on equities and equity indices traded on regulated markets
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The Netherlands
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ICE Endex
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$2 million
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ICE Clear Singapore
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Energy, metals and financial futures products
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Singapore
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ICE Futures Singapore
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$1 million
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ICE NGX
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Physical North American natural gas, electricity and oil futures
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Canada
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ICE NGX
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$115 million
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Pricing and Analytics: We provide global securities evaluations, reference data, market indices, risk analytics, derivative pricing and other information designed to address our customers’ portfolio management, trading, risk management, reporting valuation and regulatory compliance needs.
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Exchange Data and Feeds: We provide real-time, historical, and derived pricing data, order book and transaction information related to our trading venues, which span global commodity and financial markets. We publish a broad range of proprietary data and content from our electronic futures trading platform, as well as our cash equity and equity options venues. In addition, we receive a share of revenue from the National Market System Plan, or NMS Plan. Under the NMS Plan, the Financial Industry Markets Authority, or FINRA, and all SEC-registered securities exchanges send trades and top-of-book quotes in exchange listed securities to a central consolidator, which then distributes the data pursuant to SEC-approved requirements. Finally, through our consolidated feeds business, we offer a broad array of third-party trading venues and news feeds.
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Desktops and Connectivity: Our Desktop and Connectivity services provide the connection to our exchanges, clearing houses and data centers. These services also facilitate the global distribution of our ICE Data Services data. Through our ICE Global Network, we offer connectivity solutions to access markets and data through highly secure, resilient and low latency network options, as well as global colocation services and Direct Market Access provides connectivity to over 150 trading venues and data from over 750 third-party sources. Our ICE Global Network wireless service offers one of the most extensive ultra-low latency network connectivity solutions among the New York, Chicago, Toronto and Tokyo metro areas. Our Desktop service offers a range of products and services to support commodity and energy traders, risk managers, financial advisors, wealth managers, retail traders, Investor Relations Officers and Chief Financial Officers. These applications deliver real-time financial market information and decision-support tools to help clients analyze financial markets and make investment decisions. Our robust instant messaging, or IM, system protects the privacy of clients’ business information while allowing collaboration with nearly 100,000 market participants in the industry through a secure channel.
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Listings: Through our listings services, we offer corporate and ETF issuers access to the U.S. capital markets. Our listing venues allow companies to list domestic and international equity securities, corporate structured products, convertible bonds, trackers and debt securities. In 2019, the NYSE and NYSE American LLC, or NYSE American, raised the most capital, globally, for the ninth consecutive year, with approximately $112 billion raised in initial public offerings, or IPOs, and follow-on offerings from over 300 transactions. The total capital raised by NYSE-listed and
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ICE Trading Platform and Technology: The ICE trading platform supports trading in our cleared futures and options markets as well as our bilateral OTC markets. We also offer voice brokers a facility for submitting block trades for products that are eligible for clearing. Speed, reliability, resilience, capacity and security are critical performance criteria for electronic trading platforms. Connectivity to our trading platform for our markets is available through our web-based front-end, as well as multiple independent software vendors, or ISVs, and application programming interfaces, or APIs.
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Clearing Technology: A broad range of trade management and clearing services are offered through the integrated technology infrastructure that serves our clearing houses. The ICE clearing systems encompass a number of integrated systems, including post-trade position management, risk management, settlement and treasury and reporting functions. A core component of our derivatives clearing houses is the risk management of clearing firm members. Our extensive technology and rules-based risk systems provide analytical tools that allow us to determine margin, evaluate credit risk and monitor the trading activities and overall risk of the clearing members.
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NYSE Trading Platforms and Related Technology: The NYSE electronic trading platform features an open system architecture that allows users to access our system via one of the many front-end trading applications developed by ISVs. For equity options, we offer a hybrid model of electronic and open outcry trading through NYSE American Options and NYSE Arca Options. We developed an integrated trading platform and matching engine known as NYSE Pillar and have migrated all of our cash equity securities markets to this platform. We also expect to migrate our equity options markets to this platform, which have historically operated on distinct platforms. This integrated platform is expected to improve performance and reduce the complexity of operating multiple trading systems.
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ICE Data Services Technology: ICE Data Services technology uses integrated platforms to capture, store and process information, perform analytics and maintain connectivity solutions using a single configurable data capture mechanism and a flexible delivery capability. Together, the platforms enable real-time processing and delivery of information, accelerate new product development and improve production reliability. Our data and analytics are delivered via real-time messaging, files, web services and other on-demand facilities and state-of-the-art front-ends. In addition, the technology underpinning our ICE Global Network supports scalable bandwidth and a wide variety of connectivity options including fiber, wireless, colocation and hosting.
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Business Continuity Planning and Disaster Recovery: We maintain comprehensive business continuity and disaster recovery plans and facilities designed to enable nearly continuous availability of our markets and other
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Strategy: We maintain a Cybersecurity Strategy, or CSS, which emphasizes consideration of the nature of our business, ongoing intelligence collection regarding cybersecurity threats, and initiatives to specifically address prominent areas of cybersecurity risk. The CSS outlines the key priorities for our cybersecurity program and the methods by which our Information Security department seeks to accomplish those goals. The CSS is ratified by the Risk Committee of our Board of Directors and when applicable, also by the corporate governance committees of our regulated subsidiaries.
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Risk Management: Thematic threats such as sabotage, fraud, and theft of assets or customer data are used to frame our risk management activities. Asset theft often involves organized crime or financially motivated nations staging sophisticated, well-planned campaigns to steal significant cash, cryptocurrency, or equivalent assets. Our thematic threats, along with others, are evaluated by our Board of Directors as well as our Risk Committee, Chief Risk Officer and Chief Information Security Officer, or CISO. The CSS provides the framework we use for assessing risk, prioritizing testing, identifying remedial actions and validating improvements. The CSS also provides for the deployment of external and internal teams of ethical hackers that operate alongside our traditional vulnerability detection processes.
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Information Sharing: We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when appropriate. Our cybersecurity leaders hold positions within the Financial Services Information Sharing and Analysis Center and the Financial Systemic Analysis and Resiliency Center in the U.S., the Financial Sector Cyber Collaboration Centre in the U.K., and similar organizations across the EU and in Singapore.
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Governance and Leadership: Our Information Security department is led by our CISO, who provides comprehensive reports to a dedicated internal governance committee at least quarterly outlining threat assessment, control performance, and ongoing enhancements. Additionally, cybersecurity matters are reported to and discussed with a cross-subsidiary leadership committee, the Risk Committee of our Board of Directors, and when applicable, subsidiary boards. Our CISO and other senior security leaders conduct periodic cybersecurity education sessions with our employees and directors. These sessions cover general cybersecurity topics as well as specific details regarding our cybersecurity program.
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Third-Party Review: Our information security group utilizes extensive penetration testing, vulnerability scanning, ethical hacking and maturity assessment services from global leaders in these practices. The results of these reviews alongside frequent regulatory and customer examinations are assessed, with any resulting mitigation activity assigned and tracked to remediation.
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Controls: Our identification of risks and selection of cyber-related controls is performed in the context of the critical financial infrastructure we maintain and operate. Our ongoing threat assessments are intended to identify changes in external events and in our activities, infrastructure and processes that could necessitate reprioritization of risks and controls. The nature of our business activities mandates an emphasis on sabotage and asset theft as primary threats in addition to the other typical contemporary themes of data theft. Our focus on these threats leads to an emphasis on social engineering controls, behavioral detection of insider threat, and deliberate and rehearsed recovery strategies.
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depth and liquidity of markets;
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price transparency;
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reliability and speed of trade execution and processing;
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technological capabilities and innovation;
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breadth of products and services;
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rate and quality of new product developments;
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quality and stability of services;
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distribution and ease of connectivity;
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mid- and back-office service offerings, including differentiated and value-added services;
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transaction costs; and
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reputation.
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Diverse and Liquid Product Offerings: Many of our futures contracts serve as global benchmarks for managing risk relating to exposure to price movements in the underlying products, including financial, energy and agricultural commodities. For example, we operate the leading market for ICE Brent crude oil futures, as measured by the volume of contracts traded in 2019. The ICE Brent Crude futures contract is the benchmark for pricing light, sweet crude oil produced and consumed outside of the U.S. It is part of the Brent complex, which forms the price reference for approximately two-thirds of the world’s internationally-traded physical oil. In addition, we operate a leading market for short-term European interest rates contracts, with our principal contracts based on implied forward rates on European Money Markets Institute Euribor rates and a short-term Sterling contract based on the ICE LIBOR rate, as well as Gilts and the SONIA contract. We also offer markets in other key commodity and financial benchmarks such as: sugar, cocoa, cotton, coffee, MSCI® World, MSCI® Emerging Markets, MSCI® EAFE, the FTSE® 100 and the USDX. In our cash equities markets, as evidenced by our leading market share, the NYSE's unique market model and technology delivers low levels of volatility and provides participants with deep liquidity.
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Risk Management Expertise: We offer a range of central clearing and related risk management services to promote the liquidity and security of our markets in jurisdictions around the world to meet local regulatory and operational needs in key financial market centers. The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’ identities as reliable and secure marketplaces for global transactions. Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk.
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Unique Derived Data Services: Our global data services business consists of unique information derived from our various execution venues and clearing houses, as well as analytics, valuation services, reference data, desktops, indices and connectivity solutions. Our acquisitions, including of the Bank of America Merrill Lynch, or BofAML's, indices (now named the ICE BofA indices), SuperDerivatives, Interactive Data, Standard & Poor’s Securities Evaluations, Inc., or SPSE, and Credit Market Analysis have served to expand our data services to better address the rising demand for independent, real-time information, which is being driven by regulation, market fragmentation, technology and data demands, passive investing and indexation. We believe our data services are relevant to our clients’ business operations regardless of market volatility and price levels due to the need for continuous information and analysis. ICE Data Pricing & Reference Data is an independent provider of evaluated pricing services and reference data solutions. We are a leading source to the institutional investment community for market data and analytic and financial information. We also offer our fixed income continuous evaluated pricing service, best execution service, and ICE Liquidity Indicators in the front, middle and back office, extending the reach of fixed income evaluations into intra-day applications.
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Global Distribution: We operate multiple trading venues, including 12 regulated exchanges, as well as six clearing houses, which are strategically-positioned in major market centers around the world, including the U.S., U.K., EU, Canada and Singapore. Our ICE Global Network, which is our highly secure, resilient and low latency connectivity offering, provides connectivity to over 150 trading venues and data from over 750 third-party sources, including ICE-operated markets and data services.
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Technology: Our proprietary systems are built using state-of-the-art technology and support the entire risk management workflow: trading and clearing technology, multi-asset class analytics, risk management tools, a robust data offering, instant messaging capabilities and flexible connectivity and delivery solutions. We employ a significant number of employees in technology-related activities, including product management, system architecture, software development, network engineering, server maintenance and continuity, cybersecurity, system and data performance, systems analysis, quality assurance, database administration and customer technical support. Speed, reliability, resilience, capacity and security are critical performance criteria for electronic trading platforms. Connectivity to our trading platform for our markets is available through our web-based front-end, as well as multiple ISVs and APIs.
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We face competition from multiple exchanges, electronic trading systems, third-party clearing houses, technology firms, voice brokers active in the credit derivatives markets, market data vendors and trading facilities in the U.S. and globally. Some of these exchanges are consortiums formed by banks and exchanges.
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We face significant competition with respect to equities trading, and this competition is expected to remain intense. Our current and prospective competitors include regulated markets, dark pools and other alternative trading systems, or ATSs, market makers and other execution venues. We also face competition from large brokers and customers that may assume the role of principal and act as counterparty to orders originating from retail customers, or by matching their respective order flows through bilateral trading arrangements, including through internalization of order flow. NYSE Arca and NYSE American Options face considerable competition in the equity options markets; their principal U.S. competitors are the Cboe Global Markets and Nasdaq.
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Our fixed income trading venues, which include ICE Credit Trade, BondPoint, TMC Bonds, LLC, or TMC Bonds, and NYSE Bonds, compete with other electronic trading venues. Our platforms also compete for volume traded bilaterally or trading activity that is not done through an electronic venue.
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In our ICE Mortgage Services business, which includes MERS and Simplifile, we compete with other digital mortgage solution providers. We also compete for mortgage activity that does not utilize digital solutions.
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ICE Data Services faces intense competition in all aspects of its business. We broadly compete with purchased third-party information and services from large global suppliers of financial market data. Our Exchange Data products compete with similar offerings by other exchange groups, and that competition for order flow among the exchange groups and other alternative trading venues constrains the pricing for our proprietary data products. Our Pricing and Analytics services compete with information obtained from informal industry relationships and sources, such as broker quotes, as well as other index and portfolio analytics providers. Our Connectivity business competes with other extranet providers.
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Our principal competitor for corporate listings in the U.S. is Nasdaq. For ETF listings, we compete with Nasdaq and Cboe Global Markets. We also face competition for foreign issuer listings from a number of stock exchanges outside the U.S. As other liquidity venues and new entrants seek exchange status, we may face more competition for listings.
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expand our data offerings and the markets we serve to address the rising demand for information;
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enhance our extensive trading, clearing and risk management capabilities;
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maintain leadership in our listings businesses;
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further develop our technology infrastructure and increase distribution; and
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strengthen competitive position through select acquisitions and strategic relationships.
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a high-tech/ high-touch platform that combines technology and human judgment;
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the NYSE's proprietary hybrid trading model including access to Designated Market Makers, or DMMs, Supplemental Liquidity Providers, or SLPs, and NYSE Floor Brokers;
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the deepest pools of liquidity; and
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lower volatility and tighter spreads, particularly during times of heightened volatility.
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guidance through the complete listings process, including expert consultations around regulatory and legal items;
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over a decade of experience in listing nearly 3,100 ETFs across a wide range of asset classes and investment strategies;
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a focus on customer service from experienced ETF professionals;
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the highest liquidity in ETFs of any exchange and some of the most narrow quoted bid / ask spreads; and
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Lead Market Maker, or LMM, and incentive programs.
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Our U.S. futures exchange, ICE Futures U.S., is subject to extensive regulation by the Commodity Futures Trading Commission, or CFTC, under the Commodity Exchange Act, or CEA. The CEA generally requires that futures trading in the U.S. be conducted on a commodity exchange registered as a Designated Contract Market, or DCM. As a registered DCM, ICE Futures U.S. is a self-regulatory organization, or SRO, that has implemented rules and procedures to comply with the core principles applicable to it under the CEA.
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In the U.K., ICE Futures Europe is a Recognized Investment Exchange, or RIE, in accordance with the Financial Services and Markets Act 2000. Like U.S. regulated derivatives markets, RIEs are SROs with surveillance and compliance responsibilities.
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In the EU, ICE Endex is a regulated market in the Netherlands and its derivative markets are licensed under the Dutch Financial Services Act and supervised by the Dutch National Bank, or DNB, and the Netherlands Authority for the Financial Markets, or AFM.
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In Singapore, ICE Futures Singapore is an approved exchange and is supervised by the Monetary Authority of Singapore, or MAS.
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In Abu Dhabi, ICE Futures Abu Dhabi is an RIE and regulated by the Financial Services Regulatory Authority, or FSRA. ICE Futures Abu Dhabi is expected to launch following regulatory approval.
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In Canada, ICE NGX is recognized as an exchange and clearing house by the Alberta Securities Commission and is also registered by the CFTC as a Foreign Board of Trade and as a Derivatives Clearing Organization, or DCO.
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ICE Clear Credit and ICE Clear U.S. are regulated by the CFTC as DCOs. DCOs are subject to extensive regulation by the CFTC under the CEA. The Financial Stability Oversight Council, or FSOC, has designated ICE Clear Credit as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act. As such, ICE Clear Credit has access to the Federal Reserve System and holds deposits of $19.5 billion of its U.S. dollar cash in its cash accounts at the Federal Reserve as of December 31, 2019.
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ICE Clear Europe, which is primarily regulated in the U.K. by the Bank of England, or BOE, as a Recognized Clearing House, is also subject to regulation by the CFTC as a DCO. Both ICE Clear Credit and ICE Clear Europe are also regulated by the SEC as clearing agencies because they clear security-based swaps.
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In the EU, ICE Clear Netherlands is an authorized central counterparty and is regulated by the DNB and AFM.
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In Singapore, ICE Clear Singapore is an approved clearing house supervised by the MAS.
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In our cash equities and options markets, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Chicago are national securities exchanges and, as such, are SROs and subject to oversight by the SEC. Accordingly, our U.S. securities exchanges are regulated by the SEC and, in turn, are the regulators of their members. As national securities exchanges, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Chicago must comply with, and enforce compliance by their members with, the Securities Exchange Act of 1934, or the Exchange Act.
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Our U.S.-based execution-oriented fixed income markets are operated by our two SEC-registered broker-dealers, Creditex Securities Corporation, which operates two SEC registered ATSs, ICE BondPoint and ICE Credit Trade, and TMC Bonds, which operates the TMC Bonds ATS. Both Creditex Securities Corporation and TMC Bonds are subject to oversight by the SEC and are members of FINRA, and are registered with the Municipal Securities Rulemaking Board, or MSRB. FINRA and MSRB are SROs that regulate broker-dealers in the U.S. ICE Securities Execution & Clearing, LLC, a full clearing member of the National Securities Clearing Corporation, the Fixed Income Clearing Corporation and The Depository Trust Corporation, provides correspondent clearing for Creditex Securities and is subject to oversight by the SEC, FINRA and the MSRB.
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Our U.K.-based execution-oriented fixed income market is operated by Creditex Brokerage, L.L.P., which is an operator of a multilateral trading facility, or MTF, and ICE Markets Limited, which acts as the matched principal counterparty to transactions arranged on the MTF operated by Creditex Brokerage. Both Creditex Brokerage and ICE Markets Limited are regulated by the U.K.’s Financial Conduct Authority, or FCA. Additionally, Creditex Brokerage is authorized to provide automated trading services in Hong Kong and is subject to oversight by the Hong Kong Securities and Futures Commission in connection with its offering of bonds in Hong Kong.
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Brexit timing and implications. On January 31, 2020, the U.K. officially withdrew from the EU. In connection with the U.K.'s withdrawal from the EU, the U.K. and the EU entered into a withdrawal agreement, which, amongst other things, includes a transitional period until December 31, 2020, during which EU law will continue to apply in and to the U.K.
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Continued access by EU market participants to U.K. CCPs and exchanges. Under the terms of the withdrawal agreement, EU law will continue to apply in and to the U.K. for a transitional period until December 31, 2020. During such time, EU market participants will be able to continue clearing through U.K. central counterparties, or CCPs, such as ICE Clear Europe, and accessing U.K. trading venues, such as ICE Futures Europe. Access by EU market participants to U.K. CCPs following the end of the transitional period, will be contingent upon the terms of any trade agreement entered into by the U.K. and EU prior to the end of the transitional period and/or U.K. CCPs being recognized by ESMA. Separately, ICE Futures Europe and ICE Endex will continue to be able to permit access by EU and U.K. persons to transact on their platforms, even in the absence of any trade agreement being entered into by the U.K. and EU prior to the end of the transitional period and/or any trading venue equivalence decisions by the U.K. or ESMA. The lack of equivalence decisions for trading venues, however, may result in increased costs for certain EU and U.K. market participants which could impact trading on ICE Futures Europe and ICE Endex. The impact to our business and corresponding regulatory changes remain uncertain at this time. We are monitoring the impact to our business as a result of these discussions and are pursuing avenues to facilitate continued access for EU and U.K. customers to our services in the event that the transition period ends without any trade agreement addressing access to CCPs and trading venues being entered into.
|
•
|
The proposed revisions to the regulatory structure of non-EU clearing houses. On January 1, 2020, the European Market Infrastructure Regulation, or EMIR 2.2, became effective, which revises the EU's current regulatory and supervisory structure for EU and non-EU clearing houses. These revisions of the regulatory structure may have an impact on our non-EU clearing houses if they are determined to be systemically important or likely to become systemically important to the financial stability of the EU or one or more of its Member States. It remains uncertain what the nature and extent of the regulation's impact will be on the regulation and supervision of one or more of our non-EU clearing houses, which will depend on ESMA’s future determination of whether a non-EU clearing house is systemically important to the EU or its Member States and the extent to which ESMA will rely on such clearing house’s domestic regulator.
|
•
|
Requirement that European exchanges and CCPs offer non-discriminatory access. The non-discriminatory access provisions of the Markets in Financial Instruments Directive II, or MiFID II, would require our European exchanges and CCPs to offer access to third parties on commercially reasonable terms. In addition, MiFID II could require our European exchanges and CCPs to allow participants to trade and/or clear at other venues, which may encourage competing venues to offer lookalikes of our products. In June 2016, the EU approved a 12-month postponement of implementation and compliance with this provision of MiFID II to January 3, 2018. On January 3, 2018, ICE Futures Europe and ICE Clear Europe received a deferral from the FCA and the BOE, respectively, which delays the non-discriminatory access provision of MiFID II until July 3, 2020. In addition, on February 28, 2018, the AFM granted ICE Endex and ICE Clear Netherlands a deferral which delays the non-discriminatory access provisions for those entities until July 3, 2020.
|
•
|
Basel III capital charges. The implementation of capital charges in Basel III could have a negative impact on certain of our clearing members, in particular, the Supplemental Leverage Ratio applicable to certain financial institutions may impose capital requirements on certain of our clearing house members and their customers that may raise the costs and thus discourage financial institutions from client clearing. In June 2019, the Basel Committee on Banking Supervision revised its treatment of the leverage ratio capital requirement for derivatives that a bank centrally clears on behalf of its clients. The revised treatment will permit both cash and non-cash forms of initial margin and variation margin received from a client to offset the replacement cost and potential future exposure for client cleared derivatives only. The revision will apply to the version of the leverage ratio standard that will serve as the Pillar 1 minimum capital requirement as of January 1, 2022. In November 2019, the Federal Reserve Board, the Federal Deposit Insurance Corporation, or FDIC, and the Office of the Comptroller of the Currency finalized rule changes to the derivative exposure calculations and
|
•
|
Capital requirements for investment firms acting as market makers. EU policy makers are developing a framework for prudential requirements for European investment firms. The proposed rules risk imposing disproportionate capital requirements on European investment firms acting as market makers. European investment firms may be discouraged from acting as market makers on certain markets operated by ICE Futures Europe and ICE Endex due to the increased capital requirements.
|
•
|
Position limits. The adoption and implementation of position limit rules in the U.S. and the EU could have an impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent rules. Position limits became effective in the EU beginning January 2018 under MiFID II. The FCA has published certain position limits for commodity contracts. In certain cases, the position limits are either lower or higher than the corresponding limits on U.S. equivalent contracts. In November 2019, ESMA issued a consultation paper on position limits seeking market views on proposed changes to the position limits and position management regime. Conversely, in January 2020, the CFTC proposed a rule which replaces the CFTC's prior Dodd-Frank position limit efforts. There is potential for further divergence between MiFID II and U.S. position limit rules if the U.S. makes changes to the financial regulations and the EU either does not make changes to MiFID II or makes changes inconsistent with U.S. regulations.
|
•
|
A proposed European financial transaction tax. A number of EU Member States have considered such a tax, but many details remain to be discussed and agreed, including how to assess the tax at a Member State level. Implementation of a financial transaction tax could result in a reduction in volumes and liquidity, which would have a negative impact on our European operations.
|
•
|
The EU Benchmarks Regulation, or BMR. In June 2016, the BMR entered into force and the majority of provisions applied from January 2018. Under the BMR, benchmarks provided by a third-country (i.e. non-EU) benchmark administrator may be used by EU-supervised entities provided that the European Commission, or EC, has adopted an equivalence decision or the administrator has been recognized or endorsed and the benchmarks are listed on the register established by ESMA. The BMR provides for a transition period which was extended by the EU authorities to January 1, 2022 for providers of critical benchmarks and third-country benchmark providers. In May 2019, ICE Data Indices received recognition from the FCA, and as such, benchmarks provided by ICE Data Indices and included in the ESMA register may continue to be used by supervised entities in the EU. In October 2019, the EC published a consultation reviewing the BMR and included a proposal to provide competent authorities with broader powers to require a benchmark administrator to change the methodology of a critical benchmark. Increasing the powers of a competent authority to change the underlying market or benchmark could result in increased risks to the administrator of a critical benchmark and the operator of a derivatives market referencing the benchmark. We are monitoring the impacts to our business as a result of the consultation and any resulting legislative changes.
|
•
|
Market Data Requirements. Our U.K. and EU derivatives exchanges could be impacted by changes to requirements related to the dissemination of market data. In its December 2019 report to the EC, ESMA recommended, among other things, against outright regulation of market data prices, however ESMA suggested that users could gain transparency into how market data prices are set with the help of new supervisory guidance and targeted changes to the MiFID II/Markets in Financial Instruments Regulation, or MiFIR, text. The EC is considering ESMA’s report and is expected to issue its own report on these issues in mid-2020.
|
•
|
The SEC Transaction Fee Pilot. In December 2018, the SEC adopted a Transaction Fee Pilot. The final rule established a pilot program, for at least one-year and up to two-years, that will limit the fees charged and rebates paid by our five national securities exchanges in certain securities to be designated by the SEC. On March 28, 2019, the SEC partially stayed the Transaction Fee Pilot, pending resolution of our and two other national securities exchanges’ petitions for review of the Transaction Fee Pilot by the U.S. Court of Appeals for the District of Columbia Circuit. The only requirement that the SEC did not stay was the requirement that the exchanges collect data during a pre-pilot period, which began on July 1, 2019 and terminated on December 31, 2019.
|
•
|
adverse market conditions that curtail the addition of new customers or cause a decrease in purchases by our existing customers for our subscription-based products and services;
|
•
|
weakness in the macroeconomic environment that causes our customers to delay or cancel existing orders or subscriptions;
|
•
|
cost-cutting pressures across the industry or decrease in demand for our subscription-based products and services that lead to a reduction in price;
|
•
|
consolidation in our markets or the markets of our customers that results in a reduction in the number of market participants;
|
•
|
a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading;
|
•
|
regulatory or legislative changes impacting our customers and financial markets;
|
•
|
the impact of climate change;
|
•
|
a prolonged decrease in volatility in the financial markets;
|
•
|
heightened capital requirements or mandated reductions in leverage resulting from new regulations;
|
•
|
defaults by clearing or exchange members or the inability of participants to pay out contractual obligations;
|
•
|
changes to our contract specifications that are not viewed favorably by our market participants; or
|
•
|
reduced access to, or availability of, capital required to fund trading activities.
|
•
|
global economic, political and market conditions;
|
•
|
concerns over inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy - including actions by the Federal Reserve and other foreign monetary units governing bodies, and investor and consumer confidence levels;
|
•
|
weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;
|
•
|
war, acts of terrorism and any unforeseen market closures or disruptions in trading;
|
•
|
political developments impacting international trade, including continued uncertainty surrounding Brexit, trade disputes and increased tariffs, particularly between the U.S. and China, and imposition of protectionist measures;
|
•
|
real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources; and
|
•
|
credit quality of market participants, the availability of capital and the levels of assets under management.
|
•
|
regulated, diversified futures exchanges globally that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange;
|
•
|
exchanges offering listing and trading of cash equities, ETFs, closed-end funds and other structured products similar to those offered by us;
|
•
|
market data and information vendors;
|
•
|
providers of digital solutions, including providers of mortgage services;
|
•
|
interdealer brokers active in the global credit derivatives markets;
|
•
|
existing and newly formed electronic trading platforms, service providers and other exchanges;
|
•
|
other clearing houses; and
|
•
|
consortiums of our customers, members or market participants that may work together to achieve more favorable terms or pool their trading activity to establish new exchanges, trading platforms or clearing facilities.
|
•
|
unanticipated disruption in service to our participants;
|
•
|
slower response time and delays in our participants’ trade execution and processing;
|
•
|
failed settlement by participants to whom we provide trade confirmation or clearing services;
|
•
|
incomplete or inaccurate accounting, recording or processing of trades;
|
•
|
failure to complete the clearing house margin settlement process resulting in significant financial risk;
|
•
|
distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity; and
|
•
|
financial loss to us or those who depend on our systems and data.
|
•
|
manage the complexity of its business model to stay current with the industry;
|
•
|
successfully enter categories and markets in which it may have limited or no prior experience;
|
•
|
apply distributed ledger technology to a global ecosystem for digital assets;
|
•
|
successfully develop and integrate products, systems or personnel into its business operations; and
|
•
|
maintain trading volume in Bakkt's Bitcoin futures contract, or any subsequent products released by Bakkt.
|
Location
|
|
Owned/Leased
|
|
Lease Expiration
|
|
Approximate Size
|
|
||||
5660 New Northside Drive
Atlanta, Georgia
|
|
|
Owned
|
|
|
N/A
|
|
|
273,000 sq. ft.
|
|
|
11 Wall Street
New York, New York
|
|
|
Owned
|
|
|
N/A
|
|
|
370,000 sq. ft.
|
|
|
Basildon, U.K.
|
|
|
Owned
|
|
|
N/A
|
|
|
539,000 sq. ft.
|
|
|
Mahwah, New Jersey
|
|
|
Leased
|
|
|
2029
|
|
|
396,000 sq. ft.
|
|
|
55 East 52nd Street
New York, New York
|
|
|
Leased
|
|
|
2028
|
|
|
94,000 sq. ft.
|
|
|
Skyview Tower Hyderabad, India
|
|
|
Leased
|
|
|
2024
|
|
|
84,000 sq. ft.
|
|
|
32 Crosby Drive Bedford, Massachusetts
|
|
|
Leased
|
|
|
2026
|
|
|
82,000 sq. ft.
|
|
|
Milton Gate London, U.K.
|
|
|
Leased
|
|
|
2024
|
|
|
72,000 sq. ft.
|
|
|
Fitzroy House London, U.K.
|
|
|
Leased
|
|
|
2025
|
|
|
68,000 sq. ft.
|
|
|
100 Church Street New York, New York
|
|
|
Leased
|
|
|
2024
|
|
|
65,000 sq. ft.
|
|
|
132 Menachem Begin Rd Tel Aviv, Israel
|
|
|
Leased
|
|
|
2022
|
|
|
57,000 sq. ft.
|
|
|
353 North Clark Street Chicago, Illinois
|
|
|
Leased
|
|
|
2027
|
|
|
57,000 sq. ft.
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options and rights (in thousands)
(a) |
|
Weighted average exercise price of outstanding options
(b) |
|
Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) |
||||
Equity compensation plans approved by security holders(1)
|
8,078
|
|
(1)
|
$
|
51.87
|
|
(1)
|
34,184
|
|
Equity compensation plans not approved by security holders(2)
|
89
|
|
(2)
|
—
|
|
(2)
|
—
|
|
|
TOTAL
|
8,167
|
|
|
$
|
51.87
|
|
|
34,184
|
|
(1)
|
The 2009 Omnibus Incentive Plan was approved by our stockholders in May 2009. The 2013 Omnibus Employee Incentive Plan and the 2013 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2013. The 2017 Omnibus Employee Incentive Plan was approved by our stockholders in May 2017. Of the 8.1 million securities to be issued upon exercise, 3.5 million are options with a weighted average exercise price of $51.87 and the remaining 4.6 million securities are restricted stock shares that do not have an exercise price. The 2018 Employee Stock Purchase Plan was approved by stockholders in May 2018.
|
(2)
|
This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors. All of the 89,000 securities to be issued are restricted stock shares that do not have an exercise price. For more information concerning these plans, see Note 11 to our consolidated financial statements, which are included in this Annual Report.
|
Period
(2019)
|
Total number of shares purchased
(in thousands)
|
Average price
paid per share
|
Total number of shares purchased as part of publicly announced plans or programs
(in thousands)
|
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions)
|
October 1 - October 31
|
1,305
|
$93.17
|
15,076
|
$758
|
November 1 - November 30
|
1,149
|
$92.64
|
16,225
|
$652
|
December 1 - December 31
|
1,207
|
$92.73
|
17,432
|
$540
|
Total
|
3,661
|
$92.86
|
17,432
|
$540
|
|
Year Ended December 31,
|
||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
(In millions, except for per share data)
|
|||||||||||||||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction and clearing, net(1)
|
$
|
3,627
|
|
|
$
|
3,483
|
|
|
$
|
3,131
|
|
|
$
|
3,384
|
|
|
$
|
3,228
|
|
Data services
|
2,211
|
|
|
2,115
|
|
|
2,084
|
|
|
1,978
|
|
|
871
|
|
|||||
Listings
|
449
|
|
|
444
|
|
|
426
|
|
|
432
|
|
|
405
|
|
|||||
Other revenues
|
260
|
|
|
234
|
|
|
202
|
|
|
177
|
|
|
178
|
|
|||||
Total revenues
|
6,547
|
|
|
6,276
|
|
|
5,843
|
|
|
5,971
|
|
|
4,682
|
|
|||||
Transaction-based expenses(1)
|
1,345
|
|
|
1,297
|
|
|
1,205
|
|
|
1,459
|
|
|
1,344
|
|
|||||
Total revenues, less transaction-based expenses
|
5,202
|
|
|
4,979
|
|
|
4,638
|
|
|
4,512
|
|
|
3,338
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
1,042
|
|
|
994
|
|
|
946
|
|
|
953
|
|
|
611
|
|
|||||
Professional services
|
125
|
|
|
131
|
|
|
121
|
|
|
137
|
|
|
139
|
|
|||||
Acquisition-related transaction and integration costs(2)
|
2
|
|
|
34
|
|
|
36
|
|
|
80
|
|
|
88
|
|
|||||
Technology and communication
|
469
|
|
|
432
|
|
|
397
|
|
|
374
|
|
|
203
|
|
|||||
Rent and occupancy
|
68
|
|
|
68
|
|
|
69
|
|
|
70
|
|
|
57
|
|
|||||
Selling, general and administrative
|
161
|
|
|
151
|
|
|
155
|
|
|
116
|
|
|
116
|
|
|||||
Depreciation and amortization
|
662
|
|
|
586
|
|
|
535
|
|
|
610
|
|
|
374
|
|
|||||
Total operating expenses
|
2,529
|
|
|
2,396
|
|
|
2,259
|
|
|
2,340
|
|
|
1,588
|
|
|||||
Operating income
|
2,673
|
|
|
2,583
|
|
|
2,379
|
|
|
2,172
|
|
|
1,750
|
|
|||||
Other income (expense), net(3)
|
(192
|
)
|
|
(63
|
)
|
|
147
|
|
|
(129
|
)
|
|
(97
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
(In millions, except for per share data)
|
|||||||||||||||||||
Income before income tax expense (benefit)
|
2,481
|
|
|
2,520
|
|
|
2,526
|
|
|
2,043
|
|
|
1,653
|
|
|||||
Income tax expense (benefit)(4)
|
521
|
|
|
500
|
|
|
(28
|
)
|
|
586
|
|
|
358
|
|
|||||
Net income
|
$
|
1,960
|
|
|
$
|
2,020
|
|
|
$
|
2,554
|
|
|
$
|
1,457
|
|
|
$
|
1,295
|
|
Net income attributable to non-controlling interest
|
(27
|
)
|
|
(32
|
)
|
|
(28
|
)
|
|
(27
|
)
|
|
(21
|
)
|
|||||
Net income attributable to ICE
|
$
|
1,933
|
|
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
$
|
1,430
|
|
|
$
|
1,274
|
|
Basic earnings per share attributable to ICE common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
3.44
|
|
|
$
|
3.46
|
|
|
$
|
4.29
|
|
|
$
|
2.40
|
|
|
$
|
2.29
|
|
Basic weighted average common shares outstanding(5)
|
561
|
|
|
575
|
|
|
589
|
|
|
595
|
|
|
556
|
|
|||||
Diluted earnings per share attributable to ICE common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
$
|
3.42
|
|
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
|
$
|
2.28
|
|
Diluted weighted average common shares outstanding(5)
|
565
|
|
|
579
|
|
|
594
|
|
|
599
|
|
|
559
|
|
|||||
Dividend per share
|
$
|
1.10
|
|
|
$
|
0.96
|
|
|
$
|
0.80
|
|
|
$
|
0.68
|
|
|
$
|
0.58
|
|
(1)
|
Our transaction and clearing fees are presented net of rebates paid to our customers. We also report transaction-based expenses relating to Section 31 fees and payments made for routing services and to certain U.S. equities liquidity providers. For a discussion of these rebates, see Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Segment Reporting - Trading and Clearing Segment” included in this Annual Report.
|
(2)
|
Acquisition-related transaction and integration costs include fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with credit facilities and other external costs directly related to acquisitions and other strategic opportunities. We incurred integration costs during 2018, 2017, 2016 and 2015 relating to our Interactive Data acquisition and during 2016 and 2015 relating to our NYSE acquisition, primarily related to employee termination costs, lease terminations costs, transaction-related bonuses and professional services costs incurred relating to the integrations.
|
(3)
|
Other income (expense), net during 2019 includes a $16 million impairment on promissory notes, interest expense of $285 million and interest income of $35 million. Other income (expense), net during 2018 includes a $110 million gain on our initial investment value in MERS recorded on October 3, 2018, the date we completed our acquisition, interest expense of $244 million and interest income of $22 million. Other income (expense), net during 2017 includes a $167 million realized net investment gain in connection with our sale of Cetip and a $110 million net gain on our divestiture of Trayport, interest expense of $187 million and interest income of $8 million. Refer to Notes 3 and 4 to our consolidated financial statements and related notes, which are included in this Annual Report, for more information.
|
(4)
|
The income tax benefit in 2017 and lower income tax expense in 2015 are primarily due to the deferred tax benefit associated with future U.S. income tax rate reductions of $764 million in 2017 and the deferred tax benefit associated with future U.K. income tax rate reductions along with certain favorable settlements with various taxing authorities of $75 million in 2015. See Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Consolidated Income Tax Provision” included in this Annual Report for more information on these items.
|
|
As of December 31,
|
||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
(In millions)
|
|||||||||||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
841
|
|
|
$
|
724
|
|
|
$
|
535
|
|
|
$
|
407
|
|
|
$
|
627
|
|
Margin deposits, guaranty funds and delivery contracts receivable(1)
|
64,987
|
|
|
63,955
|
|
|
51,222
|
|
|
55,150
|
|
|
51,169
|
|
|||||
Total current assets
|
67,979
|
|
|
66,692
|
|
|
53,562
|
|
|
57,133
|
|
|
53,313
|
|
|||||
Goodwill and other intangible assets, net
|
23,600
|
|
|
23,547
|
|
|
22,485
|
|
|
22,711
|
|
|
22,837
|
|
|||||
Total assets
|
94,493
|
|
|
92,791
|
|
|
78,264
|
|
|
82,003
|
|
|
77,987
|
|
|||||
Margin deposits, guaranty funds and delivery contracts payable(1)
|
64,987
|
|
|
63,955
|
|
|
51,222
|
|
|
55,150
|
|
|
51,169
|
|
|||||
Total current liabilities
|
68,816
|
|
|
66,108
|
|
|
54,175
|
|
|
58,617
|
|
|
54,743
|
|
|||||
Short-term and long-term debt
|
7,819
|
|
|
7,441
|
|
|
6,100
|
|
|
6,364
|
|
|
7,308
|
|
|||||
Equity
|
17,286
|
|
|
17,231
|
|
|
16,985
|
|
|
15,775
|
|
|
14,840
|
|
(1)
|
Clearing members of our clearing houses are required to deposit original margin and variation margin and, for our clearing houses other than ICE NGX, to make deposits to a guaranty fund. The cash deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheet as current assets with corresponding current liabilities to the clearing members that deposited them. We also account for the physical delivery of our energy contracts for ICE NGX following its acquisition in December 2017. Refer to Note 14 to our consolidated financial statements, included in this Annual Report, for more information on these items.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Revenues, less transaction-based expenses
|
$
|
5,202
|
|
|
$
|
4,979
|
|
|
4
|
%
|
|
$
|
4,979
|
|
|
$
|
4,638
|
|
|
7
|
%
|
Operating expenses
|
$
|
2,529
|
|
|
$
|
2,396
|
|
|
6
|
%
|
|
$
|
2,396
|
|
|
$
|
2,259
|
|
|
6
|
%
|
Adjusted operating expenses(1)
|
$
|
2,189
|
|
|
$
|
2,071
|
|
|
6
|
%
|
|
$
|
2,071
|
|
|
$
|
1,947
|
|
|
6
|
%
|
Operating income
|
$
|
2,673
|
|
|
$
|
2,583
|
|
|
3
|
%
|
|
$
|
2,583
|
|
|
$
|
2,379
|
|
|
9
|
%
|
Adjusted operating income(1)
|
$
|
3,013
|
|
|
$
|
2,908
|
|
|
4
|
%
|
|
$
|
2,908
|
|
|
$
|
2,691
|
|
|
8
|
%
|
Operating margin
|
51
|
%
|
|
52
|
%
|
|
(1 pt)
|
|
|
52
|
%
|
|
51
|
%
|
|
1 pt
|
|
||||
Adjusted operating margin(1)
|
58
|
%
|
|
58
|
%
|
|
—
|
|
|
58
|
%
|
|
58
|
%
|
|
—
|
|
||||
Other income (expense), net
|
$
|
(192
|
)
|
|
$
|
(63
|
)
|
|
203
|
%
|
|
$
|
(63
|
)
|
|
$
|
147
|
|
|
n/a
|
|
Income tax expense (benefit)
|
$
|
521
|
|
|
$
|
500
|
|
|
4
|
%
|
|
$
|
500
|
|
|
$
|
(28
|
)
|
|
n/a
|
|
Effective tax rate
|
21
|
%
|
|
20
|
%
|
|
1 pt
|
|
|
20
|
%
|
|
(1
|
)%
|
|
21 pts
|
|
||||
Net income attributable to ICE
|
$
|
1,933
|
|
|
$
|
1,988
|
|
|
(3
|
)%
|
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
(21
|
)%
|
Adjusted net income attributable to ICE(1)
|
$
|
2,194
|
|
|
$
|
2,077
|
|
|
6
|
%
|
|
$
|
2,077
|
|
|
$
|
1,764
|
|
|
18
|
%
|
Diluted earnings per share attributable to ICE common stockholders
|
$
|
3.42
|
|
|
$
|
3.43
|
|
|
—
|
%
|
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
(19
|
)%
|
Adjusted diluted earnings per share attributable to ICE common stockholders(1)
|
$
|
3.88
|
|
|
$
|
3.59
|
|
|
8
|
%
|
|
$
|
3.59
|
|
|
$
|
2.97
|
|
|
21
|
%
|
Cash flows from operating activities
|
$
|
2,659
|
|
|
$
|
2,533
|
|
|
5
|
%
|
|
$
|
2,533
|
|
|
$
|
2,085
|
|
|
21
|
%
|
•
|
Revenues, less transaction-based expenses, increased $223 million in 2019 from 2018. The increase in revenues includes $34 million in unfavorable foreign exchange effects arising from the stronger U.S. dollar in 2019 from 2018.
|
•
|
Revenues, less transaction-based expenses, increased $341 million in 2018 from 2017. The increase in revenues includes $26 million in favorable foreign exchange effects arising from the weaker U.S. dollar in 2018 from 2017.
|
•
|
Operating expenses increased $133 million in 2019 from 2018. The increase in operating expenses includes $14 million in favorable foreign exchange effects arising from the stronger U.S. dollar in 2019 from 2018.
|
•
|
Operating expenses increased $137 million in 2018 from 2017. The increase in operating expenses includes $11 million in unfavorable foreign exchange effects arising from the weaker U.S. dollar in 2018 from 2017.
|
•
|
In connection with our acquisition of MERS, we recorded a $110 million gain in other income during 2018. In connection with Cetip’s merger with BM&FBOVESPA S.A., now B3, we recognized a $167 million net realized investment gain in other income/(expense), net in 2017. We also recognized a net gain of $110 million in connection with our divestiture of Trayport in other income/(expense), net in 2017.
|
•
|
The 2019 effective tax rate is higher than the 2018 effective tax rate primarily due to the 2018 discrete tax benefits from the acquisition of MERS and the divestiture of Trayport exceeding the net increased tax benefits recorded in 2019 from certain international tax provisions under the U.S. Federal Tax Cuts and Jobs Act, or TCJA.
|
•
|
Excluding the 2017 deferred tax benefit from the U.S. tax law changes, the 2018 effective tax rate is lower than the 2017 effective tax rate due to the TCJA, which reduced the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, tax benefits from our acquisition of MERS, our divestiture of Trayport and deferred tax benefits from the U.S. tax rate reduction resulting from changes in estimates.
|
•
|
globalization of marketplaces, customers and competitors;
|
•
|
commodity, interest rate and financial markets 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.
|
•
|
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 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.
|
•
|
Trading and Clearing, which comprises our transaction-based execution and clearing businesses; and
|
•
|
Data and Listings, which comprises our subscription-based data services and securities listings businesses.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options contracts
|
$
|
992
|
|
|
$
|
965
|
|
|
3
|
%
|
|
$
|
965
|
|
|
$
|
909
|
|
|
6
|
%
|
Agricultural and metals futures and options contracts
|
251
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|
216
|
|
|
16
|
|
||||
Financial futures and options contracts
|
332
|
|
|
354
|
|
|
(6
|
)
|
|
354
|
|
|
326
|
|
|
9
|
|
||||
Cash equities and equity options
|
1,643
|
|
|
1,624
|
|
|
1
|
|
|
1,624
|
|
|
1,491
|
|
|
9
|
|
||||
Fixed income and credit
|
364
|
|
|
240
|
|
|
52
|
|
|
240
|
|
|
139
|
|
|
72
|
|
||||
OTC and other transactions
|
45
|
|
|
49
|
|
|
(8
|
)
|
|
49
|
|
|
50
|
|
|
(2
|
)
|
||||
Transaction and clearing, net
|
3,627
|
|
|
3,483
|
|
|
4
|
|
|
3,483
|
|
|
3,131
|
|
|
11
|
|
||||
Other revenues
|
260
|
|
|
234
|
|
|
11
|
|
|
234
|
|
|
202
|
|
|
16
|
|
||||
Revenues
|
3,887
|
|
|
3,717
|
|
|
5
|
|
|
3,717
|
|
|
3,333
|
|
|
12
|
|
||||
Transaction-based expenses
|
1,345
|
|
|
1,297
|
|
|
4
|
|
|
1,297
|
|
|
1,205
|
|
|
8
|
|
||||
Revenues, less transaction-based expenses
|
2,542
|
|
|
2,420
|
|
|
5
|
|
|
2,420
|
|
|
2,128
|
|
|
14
|
|
||||
Other operating expenses
|
763
|
|
|
686
|
|
|
11
|
|
|
686
|
|
|
592
|
|
|
16
|
|
||||
Depreciation and amortization
|
268
|
|
|
215
|
|
|
24
|
|
|
215
|
|
|
187
|
|
|
16
|
|
||||
Acquisition-related transaction and integration costs
|
2
|
|
|
10
|
|
|
(81
|
)
|
|
10
|
|
|
2
|
|
|
n/a
|
|
||||
Operating expenses
|
1,033
|
|
|
911
|
|
|
13
|
|
|
911
|
|
|
781
|
|
|
17
|
|
||||
Operating income
|
$
|
1,509
|
|
|
$
|
1,509
|
|
|
—
|
%
|
|
$
|
1,509
|
|
|
$
|
1,347
|
|
|
12
|
%
|
•
|
Energy Futures and Options Contracts: Total energy volume decreased 3% and revenues increased 3% in 2019 from 2018.
|
–
|
Total oil volume decreased 2% in 2019 from 2018 primarily driven by lower volumes within Brent, partially offset by strength in our Other Crude and Refined Products complex.
|
–
|
Our global natural gas futures and options volume decreased 6% in 2019 from 2018. The volume decrease was primarily due to lower Henry Hub volumes and was partially offset by increased volumes in our European TTF gas contract. The strength in our European TTF gas volumes was driven by the continued emergence of TTF as the European benchmark for natural gas as natural gas continues to globalize.
|
–
|
Emission futures and options volumes increased 2% in 2019 from 2018 driven by higher carbon prices and supply-demand dynamics impacted by regulatory uncertainty.
|
•
|
Agricultural and Metals Futures and Options Contracts: Total volume in our agricultural and metals futures and options markets increased 4% and revenues were flat in 2019 from 2018. The overall increase in agricultural volumes was primarily driven by price volatility resulting from supply and demand dynamics, including weather concerns and geopolitical events.
|
–
|
Sugar futures and options volumes increased 2% in 2019 from 2018.
|
–
|
Other agricultural and metal futures and options volume increased 5% in 2019 from 2018.
|
•
|
Financial Futures and Options Contracts: Total volume and revenues in our financial futures and options markets decreased 11% and 6%, respectively, in 2019 from 2018.
|
–
|
Interest rate futures and options volume and revenue decreased 13% and 15%, respectively, in 2019 from 2018 driven, in part, by a muted European economic backdrop. Interest rate futures and options revenues were $196 million and $230 million in 2019 and 2018, respectively.
|
–
|
Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 1% and revenue increased 10% in 2019 from 2018. Other financial futures and options volume decreased due to lower equity market volatility than in the prior year while revenues increased due to strong volumes in our MSCI® complex. Other financial futures and options revenues were $136 million and $124 million in 2019 and 2018, respectively.
|
•
|
Cash Equities and Equity Options: Cash equities handled volume was flat in 2019 from 2018. Cash equities revenues, net of transaction-based expenses, were $203 million and $220 million in 2019 and 2018, respectively. Equity options volume decreased 6% in 2019 from 2018 due to lower equity market volatility than in the prior year. Equity options revenues, net of transaction-based expenses, were $95 million and $107 million in 2019 and 2018, respectively.
|
•
|
Fixed Income and Credit: Fixed income and credit includes revenues from ICE Mortgage Services, ICE Bonds and CDS execution and clearing. Fixed income transaction revenues in 2019 include an increase of $133 million due to acquisitions made in these businesses in late 2018 and 2019.
|
•
|
OTC and Other Transactions: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services.
|
Volume and Rate per Contract
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Number of contracts traded (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options
|
669
|
|
|
692
|
|
|
(3
|
)%
|
|
692
|
|
|
685
|
|
|
1
|
%
|
||||
Agricultural and metals futures and options
|
111
|
|
|
107
|
|
|
4
|
%
|
|
107
|
|
|
94
|
|
|
15
|
%
|
||||
Financial futures and options
|
630
|
|
|
710
|
|
|
(11
|
)%
|
|
710
|
|
|
647
|
|
|
10
|
%
|
||||
Total
|
1,410
|
|
|
1,509
|
|
|
(7
|
)%
|
|
1,509
|
|
|
1,426
|
|
|
6
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Average Daily Volume of contracts traded (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options
|
2,655
|
|
|
2,747
|
|
|
(3
|
)%
|
|
2,747
|
|
|
2,731
|
|
|
1
|
%
|
||||
Agricultural and metals futures and options
|
442
|
|
|
427
|
|
|
4
|
%
|
|
427
|
|
|
374
|
|
|
14
|
%
|
||||
Financial futures and options
|
2,460
|
|
|
2,770
|
|
|
(11
|
)%
|
|
2,770
|
|
|
2,536
|
|
|
9
|
%
|
||||
Total
|
5,557
|
|
|
5,944
|
|
|
(7
|
)%
|
|
5,944
|
|
|
5,641
|
|
|
5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
Rate per contract:
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Energy futures and options
|
$
|
1.48
|
|
|
$
|
1.39
|
|
|
6
|
%
|
|
$
|
1.39
|
|
|
$
|
1.33
|
|
|
5
|
%
|
Agricultural and metals futures and options
|
$
|
2.25
|
|
|
$
|
2.34
|
|
|
(4
|
)%
|
|
$
|
2.34
|
|
|
$
|
2.30
|
|
|
2
|
%
|
Financial futures and options
|
$
|
0.52
|
|
|
$
|
0.49
|
|
|
6
|
%
|
|
$
|
0.49
|
|
|
$
|
0.49
|
|
|
—
|
%
|
Open Interest
|
|
As of December 31,
|
|
|
|
As of December 31,
|
|
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||
Open interest — in thousands of contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Energy futures and options
|
37,433
|
|
|
35,019
|
|
|
7
|
%
|
|
35,019
|
|
|
33,906
|
|
|
3
|
%
|
Agricultural and metals futures and options
|
3,836
|
|
|
3,643
|
|
|
5
|
%
|
|
3,643
|
|
|
3,391
|
|
|
7
|
%
|
Financial futures and options
|
29,369
|
|
|
29,061
|
|
|
1
|
%
|
|
29,061
|
|
|
24,025
|
|
|
21
|
%
|
Total
|
70,638
|
|
|
67,723
|
|
|
4
|
%
|
|
67,723
|
|
|
61,322
|
|
|
10
|
%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||
NYSE cash equities (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total cash handled volume
|
1,740
|
|
|
1,735
|
|
|
—
|
%
|
|
1,735
|
|
|
1,521
|
|
|
14
|
%
|
Total cash market share matched
|
24.2
|
%
|
|
23.2
|
%
|
|
1.0 pts
|
|
|
23.2
|
%
|
|
22.8
|
%
|
|
0.4 pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NYSE equity options (contracts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NYSE equity options volume
|
3,172
|
|
|
3,386
|
|
|
(6
|
)%
|
|
3,386
|
|
|
2,375
|
|
|
43
|
%
|
Total equity options volume
|
17,542
|
|
|
18,217
|
|
|
(4
|
)%
|
|
18,217
|
|
|
14,697
|
|
|
24
|
%
|
NYSE share of total equity options
|
18.1
|
%
|
|
18.6
|
%
|
|
(0.5) pts
|
|
|
18.6
|
%
|
|
16.2
|
%
|
|
2.4 pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue capture or rate per contract:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equities rate per contract (per 100 shares)
|
$0.046
|
|
$0.050
|
|
(8
|
)%
|
|
$0.050
|
|
$0.051
|
|
(2
|
)%
|
||||
Equity options rate per contract
|
$0.12
|
|
$0.12
|
|
(5
|
)%
|
|
$0.12
|
|
$0.15
|
|
(17
|
)%
|
Trading and Clearing Segment:
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Operating expenses
|
$
|
1,033
|
|
|
$
|
911
|
|
|
13
|
%
|
|
$
|
911
|
|
|
$
|
781
|
|
|
17
|
%
|
Adjusted operating expenses(1)
|
$
|
908
|
|
|
$
|
824
|
|
|
10
|
%
|
|
$
|
824
|
|
|
$
|
714
|
|
|
16
|
%
|
Operating income
|
$
|
1,509
|
|
|
$
|
1,509
|
|
|
—
|
%
|
|
$
|
1,509
|
|
|
$
|
1,347
|
|
|
12
|
%
|
Adjusted operating income(1)
|
$
|
1,634
|
|
|
$
|
1,596
|
|
|
2
|
%
|
|
$
|
1,596
|
|
|
$
|
1,414
|
|
|
13
|
%
|
Operating margin
|
59
|
%
|
|
62
|
%
|
|
(3 pts)
|
|
|
62
|
%
|
|
63
|
%
|
|
(1 pt)
|
|
||||
Adjusted operating margin(1)
|
64
|
%
|
|
66
|
%
|
|
(2 pts)
|
|
|
66
|
%
|
|
66
|
%
|
|
—
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pricing and analytics
|
$
|
1,083
|
|
|
$
|
1,043
|
|
|
4
|
%
|
|
$
|
1,043
|
|
|
$
|
970
|
|
|
7
|
%
|
Exchange data and feeds
|
704
|
|
|
670
|
|
|
5
|
|
|
670
|
|
|
632
|
|
|
6
|
|
||||
Desktops and connectivity
|
424
|
|
|
402
|
|
|
5
|
|
|
402
|
|
|
482
|
|
|
(17
|
)
|
||||
Data services
|
2,211
|
|
|
2,115
|
|
|
5
|
|
|
2,115
|
|
|
2,084
|
|
|
1
|
|
||||
Listings
|
449
|
|
|
444
|
|
|
1
|
|
|
444
|
|
|
426
|
|
|
4
|
|
||||
Revenues
|
2,660
|
|
|
2,559
|
|
|
4
|
|
|
2,559
|
|
|
2,510
|
|
|
2
|
|
||||
Other operating expenses
|
1,102
|
|
|
1,090
|
|
|
1
|
|
|
1,090
|
|
|
1,096
|
|
|
(1
|
)
|
||||
Acquisition-related transaction and integration costs
|
—
|
|
|
24
|
|
|
n/a
|
|
|
24
|
|
|
34
|
|
|
(29
|
)
|
||||
Depreciation and amortization
|
394
|
|
|
371
|
|
|
6
|
|
|
371
|
|
|
348
|
|
|
6
|
|
||||
Operating expenses
|
1,496
|
|
|
1,485
|
|
|
1
|
|
|
1,485
|
|
|
1,478
|
|
|
—
|
|
||||
Operating income
|
$
|
1,164
|
|
|
$
|
1,074
|
|
|
8
|
%
|
|
$
|
1,074
|
|
|
$
|
1,032
|
|
|
4
|
%
|
•
|
Pricing and Analytics: Our pricing and analytics revenues increased 4% in 2019 from 2018. The increase in revenue was due to strength in our pricing and reference data and index businesses driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers and increases in pricing of our products. This growth was partially offset by $5 million of unfavorable fluctuations in the U.S. dollar as compared to the pound sterling and euro.
|
•
|
Exchange Data and Feeds: Our exchange data and feeds revenues increased 5% in 2019 from 2018. The increase in revenue was largely due to strength in our futures exchange data and to a lesser extent cash equities exchange data. The growth was driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers, a larger share of the NMS Plan revenue and increases in pricing of our products.
|
•
|
Desktops and Connectivity: Our desktop and connectivity revenues increased 5% in 2019 from 2018. The increase in revenue was driven primarily by growth in our connectivity services including the ICE Global Network, coupled with stronger desktop revenues.
|
Data and Listings Segment:
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Operating expenses
|
$
|
1,496
|
|
|
$
|
1,485
|
|
|
1
|
%
|
|
$
|
1,485
|
|
|
$
|
1,478
|
|
|
—
|
%
|
Adjusted operating expenses(1)
|
$
|
1,281
|
|
|
$
|
1,247
|
|
|
3
|
%
|
|
$
|
1,247
|
|
|
$
|
1,233
|
|
|
1
|
%
|
Operating income
|
$
|
1,164
|
|
|
$
|
1,074
|
|
|
8
|
%
|
|
$
|
1,074
|
|
|
$
|
1,032
|
|
|
4
|
%
|
Adjusted operating income(1)
|
$
|
1,379
|
|
|
$
|
1,312
|
|
|
5
|
%
|
|
$
|
1,312
|
|
|
$
|
1,277
|
|
|
3
|
%
|
Operating margin
|
44
|
%
|
|
42
|
%
|
|
2 pts
|
|
|
42
|
%
|
|
41
|
%
|
|
1 pt
|
|
||||
Adjusted operating margin(1)
|
52
|
%
|
|
51
|
%
|
|
1 pt
|
|
|
51
|
%
|
|
51
|
%
|
|
—
|
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Compensation and benefits
|
$
|
1,042
|
|
|
$
|
994
|
|
|
5
|
%
|
|
$
|
994
|
|
|
$
|
946
|
|
|
5
|
%
|
Professional services
|
125
|
|
|
131
|
|
(5
|
)
|
|
131
|
|
|
121
|
|
8
|
|
||||||
Acquisition-related transaction and integration costs
|
2
|
|
|
34
|
|
(94
|
)
|
|
34
|
|
|
36
|
|
(5
|
)
|
||||||
Technology and communication
|
469
|
|
|
432
|
|
8
|
|
|
432
|
|
|
397
|
|
9
|
|
||||||
Rent and occupancy
|
68
|
|
|
68
|
|
1
|
|
|
68
|
|
|
69
|
|
(2
|
)
|
||||||
Selling, general and administrative
|
161
|
|
|
151
|
|
7
|
|
|
151
|
|
|
155
|
|
(3
|
)
|
||||||
Depreciation and amortization
|
662
|
|
|
586
|
|
13
|
|
|
586
|
|
|
535
|
|
10
|
|
||||||
Total operating expenses
|
$
|
2,529
|
|
|
$
|
2,396
|
|
|
6
|
%
|
|
$
|
2,396
|
|
|
$
|
2,259
|
|
|
6
|
%
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
35
|
|
|
$
|
22
|
|
|
55
|
%
|
|
$
|
22
|
|
|
$
|
8
|
|
|
174
|
%
|
Interest expense
|
(285
|
)
|
|
(244
|
)
|
|
17
|
|
|
(244
|
)
|
|
(187
|
)
|
|
31
|
|
||||
Other income, net
|
58
|
|
|
159
|
|
|
(63
|
)
|
|
159
|
|
|
326
|
|
|
(51
|
)
|
||||
Total other income (expense), net
|
$
|
(192
|
)
|
|
$
|
(63
|
)
|
|
203
|
%
|
|
$
|
(63
|
)
|
|
$
|
147
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to non-controlling interest
|
$
|
(27
|
)
|
|
$
|
(32
|
)
|
|
(17
|
)%
|
|
$
|
(32
|
)
|
|
$
|
(28
|
)
|
|
12
|
%
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
December 31,
2019 |
|
September 30, 2019
|
|
June 30, 2019
|
|
March 31, 2019
|
|
December 31,
2018 |
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy futures and options contracts
|
$
|
243
|
|
|
$
|
265
|
|
|
$
|
255
|
|
|
$
|
229
|
|
|
$
|
257
|
|
|
$
|
223
|
|
|
$
|
250
|
|
|
$
|
235
|
|
Agricultural and metals futures and options contracts
|
57
|
|
|
60
|
|
|
72
|
|
|
62
|
|
|
54
|
|
|
58
|
|
|
74
|
|
|
65
|
|
||||||||
Financial futures and options contracts
|
80
|
|
|
91
|
|
|
78
|
|
|
83
|
|
|
92
|
|
|
77
|
|
|
94
|
|
|
91
|
|
||||||||
Cash equities and equity options
|
442
|
|
|
401
|
|
|
410
|
|
|
390
|
|
|
462
|
|
|
335
|
|
|
389
|
|
|
438
|
|
||||||||
Fixed income and credit
|
96
|
|
|
101
|
|
|
80
|
|
|
87
|
|
|
83
|
|
|
56
|
|
|
45
|
|
|
56
|
|
||||||||
OTC and other transactions
|
11
|
|
|
11
|
|
|
12
|
|
|
11
|
|
|
13
|
|
|
11
|
|
|
12
|
|
|
13
|
|
||||||||
Total transaction and clearing, net
|
929
|
|
|
929
|
|
|
907
|
|
|
862
|
|
|
961
|
|
|
760
|
|
|
864
|
|
|
898
|
|
||||||||
Pricing and analytics
|
274
|
|
|
273
|
|
|
270
|
|
|
266
|
|
|
264
|
|
|
263
|
|
|
262
|
|
|
254
|
|
||||||||
Exchange data and feeds
|
176
|
|
|
172
|
|
|
180
|
|
|
176
|
|
|
174
|
|
|
168
|
|
|
164
|
|
|
164
|
|
||||||||
Desktops and connectivity
|
109
|
|
|
108
|
|
|
103
|
|
|
104
|
|
|
101
|
|
|
99
|
|
|
100
|
|
|
102
|
|
||||||||
Total data services
|
559
|
|
|
553
|
|
|
553
|
|
|
546
|
|
|
539
|
|
|
530
|
|
|
526
|
|
|
520
|
|
||||||||
Listings
|
113
|
|
|
114
|
|
|
111
|
|
|
111
|
|
|
112
|
|
|
112
|
|
|
111
|
|
|
109
|
|
||||||||
Other revenues
|
66
|
|
|
67
|
|
|
63
|
|
|
64
|
|
|
65
|
|
|
61
|
|
|
55
|
|
|
53
|
|
||||||||
Total revenues
|
1,667
|
|
|
1,663
|
|
|
1,634
|
|
|
1,583
|
|
|
1,677
|
|
|
1,463
|
|
|
1,556
|
|
|
1,580
|
|
||||||||
Transaction-based expenses
|
369
|
|
|
327
|
|
|
336
|
|
|
313
|
|
|
369
|
|
|
263
|
|
|
310
|
|
|
355
|
|
||||||||
Total revenues, less transaction-based expenses
|
1,298
|
|
|
1,336
|
|
|
1,298
|
|
|
1,270
|
|
|
1,308
|
|
|
1,200
|
|
|
1,246
|
|
|
1,225
|
|
||||||||
Compensation and benefits
|
274
|
|
|
261
|
|
|
259
|
|
|
248
|
|
|
262
|
|
|
251
|
|
|
241
|
|
|
240
|
|
||||||||
Professional services
|
28
|
|
|
35
|
|
|
29
|
|
|
33
|
|
|
40
|
|
|
32
|
|
|
29
|
|
|
30
|
|
||||||||
Acquisition-related transaction and integration costs
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
15
|
|
|
12
|
|
||||||||
Technology and communication
|
123
|
|
|
126
|
|
|
113
|
|
|
107
|
|
|
112
|
|
|
107
|
|
|
108
|
|
|
105
|
|
||||||||
Rent and occupancy
|
16
|
|
|
17
|
|
|
18
|
|
|
17
|
|
|
18
|
|
|
17
|
|
|
16
|
|
|
17
|
|
||||||||
Selling, general and administrative
|
45
|
|
|
33
|
|
|
41
|
|
|
42
|
|
|
42
|
|
|
37
|
|
|
39
|
|
|
33
|
|
||||||||
Depreciation and amortization
|
189
|
|
|
158
|
|
|
157
|
|
|
158
|
|
|
157
|
|
|
148
|
|
|
143
|
|
|
138
|
|
||||||||
Total operating expenses
|
676
|
|
|
630
|
|
|
618
|
|
|
605
|
|
|
632
|
|
|
598
|
|
|
591
|
|
|
575
|
|
||||||||
Operating income
|
622
|
|
|
706
|
|
|
680
|
|
|
665
|
|
|
676
|
|
|
602
|
|
|
655
|
|
|
650
|
|
||||||||
Other income (expense), net (1)
|
(35
|
)
|
|
(66
|
)
|
|
(52
|
)
|
|
(39
|
)
|
|
62
|
|
|
(48
|
)
|
|
(44
|
)
|
|
(33
|
)
|
||||||||
Income tax expense
|
134
|
|
|
103
|
|
|
150
|
|
|
134
|
|
|
119
|
|
|
89
|
|
|
149
|
|
|
143
|
|
||||||||
Net income
|
$
|
453
|
|
|
$
|
537
|
|
|
$
|
478
|
|
|
$
|
492
|
|
|
$
|
619
|
|
|
$
|
465
|
|
|
$
|
462
|
|
|
$
|
474
|
|
Net income attributable to non-controlling interest
|
(5
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
||||||||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
448
|
|
|
$
|
529
|
|
|
$
|
472
|
|
|
$
|
484
|
|
|
$
|
611
|
|
|
$
|
458
|
|
|
$
|
455
|
|
|
$
|
464
|
|
|
Year Ended December 31,
|
||||||||||
2019
|
|
2018
|
|
2017
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,659
|
|
|
$
|
2,533
|
|
|
$
|
2,085
|
|
Investing activities
|
(594
|
)
|
|
(1,755
|
)
|
|
92
|
|
|||
Financing activities
|
(1,753
|
)
|
|
(463
|
)
|
|
(1,971
|
)
|
|||
Effect of exchange rate changes
|
4
|
|
|
(11
|
)
|
|
12
|
|
|||
Net increase in cash, cash equivalents, and restricted cash and cash equivalents
|
$
|
316
|
|
|
$
|
304
|
|
|
$
|
218
|
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Total revenues, less transaction-based expenses
|
$
|
2,542
|
|
|
$
|
2,420
|
|
|
$
|
2,128
|
|
|
$
|
2,660
|
|
|
$
|
2,559
|
|
|
$
|
2,510
|
|
|
$
|
5,202
|
|
|
$
|
4,979
|
|
|
$
|
4,638
|
|
Operating expenses
|
1,033
|
|
|
911
|
|
|
781
|
|
|
1,496
|
|
|
1,485
|
|
|
1,478
|
|
|
2,529
|
|
|
2,396
|
|
|
2,259
|
|
|||||||||
Less: Interactive Data transaction and integration costs and acquisition-related success fees
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
31
|
|
|
—
|
|
|
30
|
|
|
31
|
|
|||||||||
Less: Amortization of acquisition-related intangibles
|
94
|
|
|
73
|
|
|
53
|
|
|
215
|
|
|
214
|
|
|
208
|
|
|
309
|
|
|
287
|
|
|
261
|
|
|||||||||
Less: Impairment of exchange registration intangible assets on ICE Futures Singapore
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: Accruals relating to investigations and inquiries
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||||
Less: Impairment on divestiture of NYSE Governance Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||||
Less: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||||||
Less: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||||||
Adjusted operating expenses
|
$
|
908
|
|
|
$
|
824
|
|
|
$
|
714
|
|
|
$
|
1,281
|
|
|
$
|
1,247
|
|
|
$
|
1,233
|
|
|
$
|
2,189
|
|
|
$
|
2,071
|
|
|
$
|
1,947
|
|
Operating income
|
$
|
1,509
|
|
|
$
|
1,509
|
|
|
$
|
1,347
|
|
|
$
|
1,164
|
|
|
$
|
1,074
|
|
|
$
|
1,032
|
|
|
$
|
2,673
|
|
|
$
|
2,583
|
|
|
$
|
2,379
|
|
Adjusted operating income
|
$
|
1,634
|
|
|
$
|
1,596
|
|
|
$
|
1,414
|
|
|
$
|
1,379
|
|
|
$
|
1,312
|
|
|
$
|
1,277
|
|
|
$
|
3,013
|
|
|
$
|
2,908
|
|
|
$
|
2,691
|
|
Operating margin
|
59
|
%
|
|
62
|
%
|
|
63
|
%
|
|
44
|
%
|
|
42
|
%
|
|
41
|
%
|
|
51
|
%
|
|
52
|
%
|
|
51
|
%
|
|||||||||
Adjusted operating margin
|
64
|
%
|
|
66
|
%
|
|
66
|
%
|
|
52
|
%
|
|
51
|
%
|
|
51
|
%
|
|
58
|
%
|
|
58
|
%
|
|
58
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,933
|
|
|
$
|
1,988
|
|
|
$
|
2,526
|
|
||||||||||||
Add: Interactive Data transaction and integration costs and acquisition-related success fees
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
30
|
|
|
31
|
|
|||||||||||||||
Add: Amortization of acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
309
|
|
|
287
|
|
|
261
|
|
|||||||||||||||
Add: Impairment of CAT promissory notes
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Add: Impairment of exchange registration intangible assets on ICE Futures Singapore
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Less: Gain on acquisition of MERS
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|||||||||||||||
Add: Accruals relating to investigations and inquiries
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||||||||||
Add: Impairment on divestiture of NYSE Governance Services
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||||||||||
Add: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||||||||||||
Add: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||||||||||||
Add/(Less): Gain on divestiture of Trayport, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1
|
|
|
(110
|
)
|
|||||||||||||||
Less: Cetip investment gain, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|||||||||||||||
Less: Income tax effect for the above items
|
|
|
|
|
|
|
|
|
|
|
|
|
(90
|
)
|
|
(98
|
)
|
|
(43
|
)
|
|||||||||||||||
Less: Deferred tax adjustments from U.S. tax rate reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(11
|
)
|
|
(764
|
)
|
|||||||||||||||
Add/(Less): Deferred tax adjustments on acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
(5
|
)
|
|
10
|
|
|||||||||||||||
Add/(Less): Other tax adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
(13
|
)
|
|
—
|
|
|||||||||||||||
Adjusted net income attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,194
|
|
|
$
|
2,077
|
|
|
$
|
1,764
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.44
|
|
|
$
|
3.46
|
|
|
$
|
4.29
|
|
||||||||||||
Diluted earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.42
|
|
|
$
|
3.43
|
|
|
$
|
4.25
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Adjusted basic earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.91
|
|
|
$
|
3.61
|
|
|
$
|
2.99
|
|
||||||||||||
Adjusted diluted earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.88
|
|
|
$
|
3.59
|
|
|
$
|
2.97
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
561
|
|
|
575
|
|
|
589
|
|
|||||||||||||||
Diluted weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
565
|
|
|
579
|
|
|
594
|
|
•
|
2018: the gain recognized on our initial majority investment in MERS in connection with our acquisition of 100% of the remaining MERS interests;
|
•
|
2018: the impairment loss on exchange registration intangible assets and employee severance costs related to the closure of ICE Futures Canada and ICE Clear Canada;
|
•
|
2017: the net gain on the divestiture of Trayport, and in 2018, a subsequent adjustment to reduce of the gain on the divestiture;
|
•
|
2017: the realized investment gain and the foreign exchange loss and transaction expenses on the sale of our investment in Cetip;
|
•
|
2017: accruals relating to investigations and inquiries; and
|
•
|
2017: the NYSE Governance Services net impairment loss on its divestiture.
|
•
|
The income tax effects relating to all non-GAAP adjustments;
|
•
|
Deferred tax adjustments on acquisition-related intangibles, including the impact of U.S. state tax law changes and apportionment updates, as well as foreign tax law changes which resulted in deferred tax (benefit) expense of ($8 million), ($5 million) and $10 million in 2019, 2018 and 2017, respectively;
|
•
|
Deferred tax benefits of $11 million and $764 million in 2018 and 2017, respectively, resulting from changes in estimates as a result of the enactment of the TCJA which reduced the corporate income tax rate from 35% to 21%; and
|
•
|
Other tax adjustments of $3 million in 2019 for additional audit settlement payments primarily related to pre-acquisition tax matters in conjunction with our acquisition of NYSE in 2013; and other tax adjustments in 2018 including a $17 million tax benefit on the sale of Trayport, partially offset by an audit settlement for a pre-acquisition period in connection with our acquisition of NYSE in 2013.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
|
4-5 Years
|
|
After
5 Years |
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term and long-term debt and interest
|
$
|
10,265
|
|
|
$
|
2,794
|
|
|
$
|
891
|
|
|
$
|
1,522
|
|
|
$
|
5,058
|
|
Operating lease obligations
|
376
|
|
|
62
|
|
|
128
|
|
|
86
|
|
|
100
|
|
|||||
Purchase obligations
|
263
|
|
|
187
|
|
|
71
|
|
|
5
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
10,904
|
|
|
$
|
3,043
|
|
|
$
|
1,090
|
|
|
$
|
1,613
|
|
|
$
|
5,158
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||
|
Pound Sterling
|
|
Euro
|
|
Pound Sterling
|
|
Euro
|
||||||||
Average exchange rate to the U.S. dollar in the current year period
|
$
|
1.2769
|
|
|
$
|
1.1195
|
|
|
$
|
1.3356
|
|
|
$
|
1.1813
|
|
Average exchange rate to the U.S. dollar in the same period in the prior year
|
$
|
1.3356
|
|
|
$
|
1.1813
|
|
|
$
|
1.2890
|
|
|
$
|
1.1297
|
|
Average exchange rate increase (decrease)
|
(4
|
)%
|
|
(5
|
)%
|
|
4
|
%
|
|
5
|
%
|
||||
Foreign denominated percentage of:
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
8
|
%
|
|
5
|
%
|
|
9
|
%
|
|
5
|
%
|
||||
Operating expenses
|
10
|
%
|
|
2
|
%
|
|
11
|
%
|
|
2
|
%
|
||||
Operating income
|
7
|
%
|
|
8
|
%
|
|
7
|
%
|
|
7
|
%
|
||||
Impact of the currency fluctuations (1) on:
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
(19
|
)
|
|
$
|
(15
|
)
|
|
$
|
16
|
|
|
$
|
10
|
|
Operating expenses
|
$
|
(11
|
)
|
|
$
|
(3
|
)
|
|
$
|
9
|
|
|
$
|
2
|
|
Operating income
|
$
|
(8
|
)
|
|
$
|
(12
|
)
|
|
$
|
7
|
|
|
$
|
8
|
|
(1)
|
Represents the impact of currency fluctuation for the year compared to the same period in the prior year.
|
|
As of December 31, 2019
|
||||||||||
|
Position in pounds sterling
|
|
Position in Canadian dollars
|
|
Position in euros
|
||||||
Assets
|
£
|
805
|
|
|
C$
|
1,583
|
|
|
€
|
151
|
|
of which goodwill represents
|
613
|
|
|
408
|
|
|
92
|
|
|||
Liabilities
|
91
|
|
|
1,178
|
|
|
45
|
|
|||
Net currency position
|
£
|
714
|
|
|
C$
|
405
|
|
|
€
|
106
|
|
Net currency position, in $USD
|
$
|
947
|
|
|
$
|
312
|
|
|
$
|
118
|
|
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates
|
$
|
95
|
|
|
$
|
31
|
|
|
$
|
12
|
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) from Foreign Currency Translation Adjustments (in millions)
|
||
Balance, as of January 1, 2017
|
|
$
|
(345
|
)
|
Net current period other comprehensive income
|
|
209
|
|
|
Balance, as of December 31, 2017
|
|
(136
|
)
|
|
Net current period other comprehensive loss
|
|
(91
|
)
|
|
Balance, as of December 31, 2018
|
|
(227
|
)
|
|
Net current period other comprehensive income
|
|
50
|
|
|
Balance, as of December 31, 2019
|
|
$
|
(177
|
)
|
•
|
Credit Risk: When a clearing house has the ability to hold cash collateral at a central bank, the clearing house utilizes its access to the central bank system to minimize credit risk exposures. Credit risk is managed by using exposure limits depending on the credit profile of the counterparty as well as the nature and maturity of transactions. Our investment objective is to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. We seek to substantially mitigate the credit risk associated with investments by placing them with governments, well-capitalized financial institutions and other creditworthy counterparties.
|
•
|
Liquidity Risk: Liquidity risk is the risk a clearing house may not be able to meet its payment obligations in the right currency, in the right place and at the right time. To mitigate this risk, the clearing houses monitor liquidity requirements closely and maintain funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearing house to such funds and assets. For example, holding funds with a central bank where possible or making only short term investments such as overnight reverse repurchase agreements serves to reduce liquidity risks.
|
•
|
Interest Rate Risk: Interest rate risk is the risk that interest rates rise and cause the value of securities we hold or invest in to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale might be made at a loss relative to the carrying value. Our clearing houses seek to manage this risk by making short term investments. For example, where possible and in accordance with regulatory requirements, the clearing houses invest cash pursuant to overnight reverse repurchase agreements or term reverse repurchase agreements with short dated
|
•
|
Security Issuer Risk: Security issuer risk is the risk that an issuer of a security defaults on the payment when the security matures or debt is serviced. This risk is mitigated by limiting allowable investments under the reverse repurchase agreements to high quality sovereign or government agency debt and limiting any direct investments to high quality sovereign debt instruments.
|
•
|
Investment Counterparty Risk: Investment counterparty risk is the risk that a reverse repurchase agreement counterparty might become insolvent and, thus, fail to meet its obligations to our clearing houses. We mitigate this risk by only engaging in transactions with high credit quality counterparties and by limiting the acceptable collateral to securities of high quality issuers. When engaging in reverse repurchase agreements, our clearing houses take delivery of the securities underlying the reverse repurchase arrangement in custody accounts under clearing house control. Additionally, the securities purchased subject to reverse repurchase have a market value greater than the reverse repurchase amount. The typical haircut for high quality sovereign debt is 2% of the reverse repurchase amount which provides additional excess collateral. Thus, in the event that a reverse repurchase counterparty defaults on its obligation to repurchase the underlying reverse repurchase securities, our clearing house will have possession of a security with a value potentially greater than the counterparty’s obligation.
|
•
|
Cross-Currency Margin Deposit Risk: Each of the ICE Clearing Houses may permit posting of cross-currency collateral to satisfy margin requirements (for example, accepting margin deposits denominated in U.S. dollars to secure a Euro margin obligation). The ICE Clearing Houses mitigate the risk of a currency value exposure by applying a “haircut” to the currency posted as margin at a level viewed as sufficient to provide financial protection during periods of currency volatility. Cross-currency balances are marked-to-market on a daily basis. Should the currency posted to satisfy margin requirements decline in value, the clearing member is required to increase its margin deposit on a same-day basis.
|
|
Page
|
Intercontinental Exchange, Inc. and Subsidiaries:
|
|
Report of Management on Internal Control over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm on Financial Statements
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the Years Ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
|
|
Notes to Consolidated Financial Statements
|
/s/ Jeffrey C. Sprecher
|
|
/s/ Scott A. Hill
|
Jeffrey C. Sprecher
|
|
Scott A. Hill
|
Chairman of the Board and
|
|
Chief Financial Officer
|
Chief Executive Officer
|
|
|
|
|
|
February 6, 2020
|
|
February 6, 2020
|
Description of the Matter
|
As discussed in Note 3 to the consolidated financial statements, during 2019, the Company completed its acquisition of Simplifile, LC (“Simplifile”) for net consideration of $338 million. This transaction was accounted for as a business combination.
|
How We Addressed the
|
We tested the Company's controls over its accounting for acquisitions. For example, we
|
Matter in Our Audit
|
tested controls over the estimation process supporting the recognition and measurement of the customer relationship intangible asset, which included testing controls over management’s review of assumptions used in its customer relationship valuation model.
|
Description of the Matter
|
As discussed in Note 13 to the consolidated financial statements, the Company operates in the United States and multiple international tax jurisdictions and is subject to tax treaty arrangements and transfer pricing guidelines for intercompany transactions. Consolidated income tax expense, including the liability for unrecognized tax benefits, is an estimate based on management’s understanding and interpretation of current enacted tax laws and tax rates of each tax jurisdiction. For the year-ended December 31, 2019, the Company recognized consolidated income tax expense of $521 million, and as of December 31, 2019, the Company accrued liabilities of $103 million for unrecognized tax benefits.
|
How We Addressed the
|
We tested the Company’s controls that address the risks of material misstatement relating
|
Matter in Our Audit
|
to the Company’s consolidated income tax expense. For example, we tested controls over management’s calculation of the federal, state and foreign components of income tax expense including management’s controls over the identification and ongoing review of its unrecognized tax benefits.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
841
|
|
|
$
|
724
|
|
Short-term restricted cash and cash equivalents
|
943
|
|
|
818
|
|
||
Customer accounts receivable, net of allowance for doubtful accounts of $8 and $7, respectively
|
988
|
|
|
953
|
|
||
Margin deposits, guaranty funds and delivery contracts receivable
|
64,987
|
|
|
63,955
|
|
||
Prepaid expenses and other current assets
|
220
|
|
|
242
|
|
||
Total current assets
|
67,979
|
|
|
66,692
|
|
||
Property and equipment, net
|
1,536
|
|
|
1,241
|
|
||
Other non-current assets:
|
|
|
|
||||
Goodwill
|
13,342
|
|
|
13,085
|
|
||
Other intangible assets, net
|
10,258
|
|
|
10,462
|
|
||
Long-term restricted cash and cash equivalents
|
404
|
|
|
330
|
|
||
Other non-current assets
|
974
|
|
|
981
|
|
||
Total other non-current assets
|
24,978
|
|
|
24,858
|
|
||
Total assets
|
$
|
94,493
|
|
|
$
|
92,791
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
505
|
|
|
$
|
521
|
|
Section 31 fees payable
|
138
|
|
|
105
|
|
||
Accrued salaries and benefits
|
291
|
|
|
280
|
|
||
Deferred revenue
|
129
|
|
|
135
|
|
||
Short-term debt
|
2,569
|
|
|
951
|
|
||
Margin deposits, guaranty funds and delivery contracts payable
|
64,987
|
|
|
63,955
|
|
||
Other current liabilities
|
197
|
|
|
161
|
|
||
Total current liabilities
|
68,816
|
|
|
66,108
|
|
||
Non-current liabilities:
|
|
|
|
||||
Non-current deferred tax liability, net
|
2,314
|
|
|
2,337
|
|
||
Long-term debt
|
5,250
|
|
|
6,490
|
|
||
Accrued employee benefits
|
198
|
|
|
204
|
|
||
Non-current operating lease liability
|
281
|
|
|
—
|
|
||
Other non-current liabilities
|
270
|
|
|
350
|
|
||
Total non-current liabilities
|
8,313
|
|
|
9,381
|
|
||
Total liabilities
|
77,129
|
|
|
75,489
|
|
||
Commitments and contingencies:
|
|
|
|
|
|
||
Redeemable non-controlling interest in consolidated subsidiaries
|
78
|
|
|
71
|
|
||
Equity:
|
|
|
|
||||
Intercontinental Exchange, Inc. stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 100 authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 1,500 authorized; 607 and 554 shares issued and outstanding at December 31, 2019, respectively, and 604 and 569 shares issued and outstanding at December 31, 2018, respectively
|
6
|
|
|
6
|
|
||
Treasury stock, at cost; 53 and 35 shares, respectively
|
(3,879
|
)
|
|
(2,354
|
)
|
||
Additional paid-in capital
|
11,742
|
|
|
11,547
|
|
||
Retained earnings
|
9,629
|
|
|
8,317
|
|
||
Accumulated other comprehensive loss
|
(243
|
)
|
|
(315
|
)
|
||
Total Intercontinental Exchange, Inc. stockholders’ equity
|
17,255
|
|
|
17,201
|
|
||
Non-controlling interest in consolidated subsidiaries
|
31
|
|
|
30
|
|
||
Total equity
|
17,286
|
|
|
17,231
|
|
||
Total liabilities and equity
|
$
|
94,493
|
|
|
$
|
92,791
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,627
|
|
|
$
|
3,483
|
|
|
$
|
3,131
|
|
Data services
|
2,211
|
|
|
2,115
|
|
|
2,084
|
|
|||
Listings
|
449
|
|
|
444
|
|
|
426
|
|
|||
Other revenues
|
260
|
|
|
234
|
|
|
202
|
|
|||
Total revenues
|
6,547
|
|
|
6,276
|
|
|
5,843
|
|
|||
Transaction-based expenses:
|
|
|
|
|
|
||||||
Section 31 fees
|
379
|
|
|
357
|
|
|
372
|
|
|||
Cash liquidity payments, routing and clearing
|
966
|
|
|
940
|
|
|
833
|
|
|||
Total revenues, less transaction-based expenses
|
5,202
|
|
|
4,979
|
|
|
4,638
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Compensation and benefits
|
1,042
|
|
|
994
|
|
|
946
|
|
|||
Professional services
|
125
|
|
|
131
|
|
|
121
|
|
|||
Acquisition-related transaction and integration costs
|
2
|
|
|
34
|
|
|
36
|
|
|||
Technology and communication
|
469
|
|
|
432
|
|
|
397
|
|
|||
Rent and occupancy
|
68
|
|
|
68
|
|
|
69
|
|
|||
Selling, general and administrative
|
161
|
|
|
151
|
|
|
155
|
|
|||
Depreciation and amortization
|
662
|
|
|
586
|
|
|
535
|
|
|||
Total operating expenses
|
2,529
|
|
|
2,396
|
|
|
2,259
|
|
|||
Operating income
|
2,673
|
|
|
2,583
|
|
|
2,379
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
35
|
|
|
22
|
|
|
8
|
|
|||
Interest expense
|
(285
|
)
|
|
(244
|
)
|
|
(187
|
)
|
|||
Other income, net
|
58
|
|
|
159
|
|
|
326
|
|
|||
Other income (expense), net
|
(192
|
)
|
|
(63
|
)
|
|
147
|
|
|||
Income before income tax expense (benefit)
|
2,481
|
|
|
2,520
|
|
|
2,526
|
|
|||
Income tax expense (benefit)
|
521
|
|
|
500
|
|
|
(28
|
)
|
|||
Net income
|
$
|
1,960
|
|
|
$
|
2,020
|
|
|
$
|
2,554
|
|
Net income attributable to non-controlling interest
|
(27
|
)
|
|
(32
|
)
|
|
(28
|
)
|
|||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
1,933
|
|
|
$
|
1,988
|
|
|
$
|
2,526
|
|
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.44
|
|
|
$
|
3.46
|
|
|
$
|
4.29
|
|
Diluted
|
$
|
3.42
|
|
|
$
|
3.43
|
|
|
$
|
4.25
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
561
|
|
|
575
|
|
|
589
|
|
|||
Diluted
|
565
|
|
|
579
|
|
|
594
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
1,960
|
|
|
$
|
2,020
|
|
|
$
|
2,554
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax expense (benefit) of $1, ($1) and ($6) for 2019, 2018 and 2017, respectively, and net impact of $1 from adoption of ASU 2018-02 in 2018
|
50
|
|
|
(91
|
)
|
|
133
|
|
|||
Change in fair value of available-for-sale securities
|
—
|
|
|
—
|
|
|
68
|
|
|||
Reclassification of realized gain on available-for-sale investment to other income
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||
Change in equity method investment
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification of foreign currency translation loss on sale of Trayport to other expense
|
—
|
|
|
—
|
|
|
76
|
|
|||
Employee benefit plan net gains (losses), net of tax expense of $9, $9 and $8 in 2019, 2018 and 2017, respectively, and net impact of $25 from adoption of ASU 2018-02 in 2018
|
23
|
|
|
(1
|
)
|
|
20
|
|
|||
Other comprehensive income (loss)
|
72
|
|
|
(92
|
)
|
|
121
|
|
|||
Comprehensive income
|
$
|
2,032
|
|
|
$
|
1,928
|
|
|
$
|
2,675
|
|
Comprehensive income attributable to non-controlling interest
|
(27
|
)
|
|
(32
|
)
|
|
(28
|
)
|
|||
Comprehensive income attributable to Intercontinental Exchange, Inc.
|
$
|
2,005
|
|
|
$
|
1,896
|
|
|
$
|
2,647
|
|
|
Intercontinental Exchange, Inc. Stockholders' Equity
|
|
Non-
Controlling
Interest in
Consolidated
Subsidiaries
|
|
Total
Equity
|
|
Redeemable Non-controlling Interest
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|||||||||||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|||||||||||||||||||||||||||||
Balance, as of January 1, 2017
|
596
|
|
|
6
|
|
|
(1
|
)
|
|
(40
|
)
|
|
11,306
|
|
|
4,810
|
|
|
(344
|
)
|
|
37
|
|
|
15,775
|
|
|
36
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(949
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
4
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(92
|
)
|
|
—
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
||||||||
Dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
—
|
|
||||||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(37
|
)
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
27
|
|
|
(1
|
)
|
|
1
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,554
|
|
|
—
|
|
|
—
|
|
|
2,554
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2017
|
600
|
|
|
6
|
|
|
(17
|
)
|
|
(1,076
|
)
|
|
11,392
|
|
|
6,858
|
|
|
(223
|
)
|
|
28
|
|
|
16,985
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
||||||||
Exercise of common stock options
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(1,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,198
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Changes in non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(25
|
)
|
|
—
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|
—
|
|
||||||||
Dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|
—
|
|
||||||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||||
Impact of adoption of ASU 2018-02 to reclassify items stranded in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,020
|
|
|
—
|
|
|
—
|
|
|
2,020
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2018
|
604
|
|
|
6
|
|
|
(35
|
)
|
|
(2,354
|
)
|
|
11,547
|
|
|
8,317
|
|
|
(315
|
)
|
|
30
|
|
|
17,231
|
|
|
71
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(1,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,460
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
11
|
|
||||||||
Issuance under the employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|
—
|
|
||||||||
Dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
30
|
|
|
3
|
|
|
(4
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,960
|
|
|
—
|
|
|
—
|
|
|
1,960
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2019
|
607
|
|
|
$
|
6
|
|
|
(53
|
)
|
|
$
|
(3,879
|
)
|
|
$
|
11,742
|
|
|
$
|
9,629
|
|
|
$
|
(243
|
)
|
|
$
|
31
|
|
|
$
|
17,286
|
|
|
$
|
78
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,960
|
|
|
$
|
2,020
|
|
|
$
|
2,554
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
662
|
|
|
586
|
|
|
535
|
|
|||
Stock-based compensation
|
139
|
|
|
130
|
|
|
135
|
|
|||
Deferred taxes
|
(33
|
)
|
|
27
|
|
|
(654
|
)
|
|||
Cetip realized investment gain, net
|
—
|
|
|
—
|
|
|
(114
|
)
|
|||
Trayport gain, net
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||
Gain on acquisition of remaining MERS interest
|
—
|
|
|
(110
|
)
|
|
—
|
|
|||
Other
|
(40
|
)
|
|
(24
|
)
|
|
(22
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Customer accounts receivable
|
(30
|
)
|
|
(44
|
)
|
|
(135
|
)
|
|||
Other current and non-current assets
|
(17
|
)
|
|
(45
|
)
|
|
(24
|
)
|
|||
Section 31 fees payable
|
34
|
|
|
(33
|
)
|
|
(2
|
)
|
|||
Deferred revenue
|
(18
|
)
|
|
1
|
|
|
8
|
|
|||
Other current and non-current liabilities
|
2
|
|
|
25
|
|
|
(86
|
)
|
|||
Total adjustments
|
699
|
|
|
513
|
|
|
(469
|
)
|
|||
Net cash provided by operating activities
|
2,659
|
|
|
2,533
|
|
|
2,085
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(153
|
)
|
|
(134
|
)
|
|
(220
|
)
|
|||
Capitalized software development costs
|
(152
|
)
|
|
(146
|
)
|
|
(137
|
)
|
|||
Proceeds from sale of Cetip, net
|
—
|
|
|
—
|
|
|
438
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
(352
|
)
|
|
(1,246
|
)
|
|
(423
|
)
|
|||
Return of capital from equity method investment
|
60
|
|
|
—
|
|
|
—
|
|
|||
Cash received from divestitures
|
—
|
|
|
—
|
|
|
761
|
|
|||
Purchases of equity investments
|
—
|
|
|
(306
|
)
|
|
(327
|
)
|
|||
Proceeds from investments, net
|
9
|
|
|
77
|
|
|
—
|
|
|||
Other
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(594
|
)
|
|
(1,755
|
)
|
|
92
|
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from debt facilities, net
|
10
|
|
|
2,213
|
|
|
984
|
|
|||
Repayments of debt facilities
|
—
|
|
|
(600
|
)
|
|
(850
|
)
|
|||
Proceeds from/(repayments of) commercial paper, net
|
360
|
|
|
(283
|
)
|
|
(409
|
)
|
|||
Repurchases of common stock
|
(1,460
|
)
|
|
(1,198
|
)
|
|
(949
|
)
|
|||
Dividends to stockholders
|
(621
|
)
|
|
(555
|
)
|
|
(476
|
)
|
|||
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises
|
(65
|
)
|
|
(80
|
)
|
|
(88
|
)
|
|||
Acquisition of non-controlling interest and redeemable non-controlling interest
|
—
|
|
|
(35
|
)
|
|
(174
|
)
|
|||
Proceeds from issuance of redeemable non-controlling interest
|
—
|
|
|
71
|
|
|
—
|
|
|||
Other
|
23
|
|
|
4
|
|
|
(9
|
)
|
|||
Net cash used in financing activities
|
(1,753
|
)
|
|
(463
|
)
|
|
(1,971
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents
|
4
|
|
|
(11
|
)
|
|
12
|
|
|||
Net increase in cash, cash equivalents, and restricted cash and cash equivalents
|
316
|
|
|
304
|
|
|
218
|
|
|||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year
|
1,872
|
|
|
1,568
|
|
|
1,350
|
|
|||
Cash, cash equivalents, and restricted cash and cash equivalents at end of year
|
$
|
2,188
|
|
|
$
|
1,872
|
|
|
$
|
1,568
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
557
|
|
|
$
|
533
|
|
|
$
|
594
|
|
Cash paid for interest
|
$
|
280
|
|
|
$
|
202
|
|
|
$
|
171
|
|
1.
|
Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance of allowance for doubtful accounts
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Bad debt expense
|
10
|
|
|
8
|
|
|
4
|
|
|||
Charge-offs
|
(9
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|||
Ending balance of allowance for doubtful accounts
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
6
|
|
•
|
Level 1 inputs — quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2 inputs — observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.
|
•
|
Level 3 inputs — unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
Standard/Description
|
Effective Date and Adoption Considerations
|
Effect on Financial Statements
|
ASU No. 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and trade receivables. Requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities.
|
We adopted on January 1, 2020. Our adoption was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements.
|
We have evaluated this guidance to determine the impact on our consolidated financial statements. Based on our assessment, we concluded the impact of adoption of this guidance not to be material.
|
|
As Reported
|
|
New Revenue Standard Adjustment
|
|
As Adjusted
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
||||||
Total revenues
|
$
|
5,834
|
|
|
$
|
9
|
|
|
$
|
5,843
|
|
Total revenues, less transaction-based expenses
|
4,629
|
|
|
9
|
|
|
4,638
|
|
|||
Income tax benefit
|
(25
|
)
|
|
(3
|
)
|
|
(28
|
)
|
|||
Net income attributable to Intercontinental Exchange, Inc.
|
2,514
|
|
|
12
|
|
|
2,526
|
|
|||
Diluted earnings per share
|
$
|
4.23
|
|
|
$
|
0.02
|
|
|
$
|
4.25
|
|
|
As Reported
|
|
New Revenue Standard Adjustment
|
|
As Adjusted
|
||||||
As of December 31, 2017
|
|
|
|
|
|
||||||
Deferred revenue, current
|
$
|
121
|
|
|
$
|
4
|
|
|
$
|
125
|
|
Deferred revenue, non-current
|
143
|
|
|
(52
|
)
|
|
91
|
|
|||
Net deferred tax liabilities
|
2,280
|
|
|
15
|
|
|
2,295
|
|
|||
Retained earnings
|
6,825
|
|
|
33
|
|
|
6,858
|
|
|
|
As of December 31, 2019
|
|
As of January 1, 2019
|
||
Right-of-use lease assets
|
|
$287
|
|
$317
|
||
|
|
|
|
|
||
Current operating lease liability
|
|
53
|
|
|
53
|
|
Non-current operating lease liability
|
|
281
|
|
|
315
|
|
Total operating lease liability
|
|
$334
|
|
$368
|
2020
|
62
|
|
|
2021
|
65
|
|
|
2022
|
63
|
|
|
2023
|
45
|
|
|
2024
|
41
|
|
|
Thereafter
|
100
|
|
|
Lease liability amounts repayable
|
376
|
|
|
Interest costs
|
42
|
|
|
Total operating lease liability
|
$
|
334
|
|
|
Year Ended
December 31, 2019
|
||
Cash paid for amounts included in the measurement of operating lease liability
|
$
|
65
|
|
Right-of-use assets obtained in exchange for operating lease obligations
|
$
|
389
|
|
3.
|
Acquisitions and Divestitures
|
Company
|
Acquisition Date
|
Primary Segment
|
Description
|
Simplifile, LC, or Simplifile
|
June 12, 2019
|
Trading and Clearing
|
Simplifile offers an array of mortgage services, primarily serving as an electronic liaison between lenders, settlement agents and county recording offices, streamlining the local recording of residential mortgage transactions. The transaction expands the ICE Mortgage Services portfolio, which includes MERS. See below for the Simplifile purchase price allocation.
|
|
Acquisition Purchase Price Allocation
(dollars in millions)
|
||||||||||||||||
|
Simplifile
(Preliminary) |
|
Useful Life
(Years)
|
|
TMC Bonds
|
|
Useful Life
(Years)
|
|
BondPoint
|
|
Useful Life
(Years)
|
||||||
|
|
|
|
|
|
||||||||||||
Customer relationship intangibles
|
$
|
104
|
|
|
20
|
|
$
|
253
|
|
|
15
|
|
$
|
123
|
|
|
15
|
Developed technology intangibles
|
7
|
|
|
7
|
|
7
|
|
|
3
|
|
7
|
|
|
3
|
|||
Trade name intangibles
|
2
|
|
|
5
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Total identifiable intangible assets
|
113
|
|
|
|
|
260
|
|
|
|
|
130
|
|
|
|
|||
Goodwill
|
218
|
|
|
|
|
423
|
|
|
|
|
267
|
|
|
|
|||
Other working capital adjustments
|
7
|
|
|
|
|
17
|
|
|
|
|
3
|
|
|
|
|||
Total purchase price cash consideration
|
$
|
338
|
|
|
|
|
$
|
700
|
|
|
|
|
$
|
400
|
|
|
|
4.
|
Investments
|
5.
|
Revenue Recognition
|
•
|
Transaction and clearing, net - Transaction and clearing revenues represent fees charged for the performance obligations of derivatives trading and clearing, cash, equity options and fixed income trading, as well as mortgage and technology services. In our derivatives markets, we earn transaction and clearing revenues from both counterparties to each contract that is traded and/or cleared, and in our equity and equity options markets, we receive trade execution fees. In our fixed income trading markets, we earn transaction fees on the trade execution of agency trades, commissions and net markups and markdowns on riskless principal trades. In our mortgage services market we earn fees for the registration and electronic recording of residential mortgage transactions.
|
•
|
Data services - Data service revenues represent the following:
|
◦
|
Pricing and analytics services provide global securities evaluations, reference data, market indices, risk analytics, derivatives pricing and other information designed to meet our customers' portfolio management, trading, risk management, reporting and regulatory compliance needs.
|
◦
|
Exchange data and feeds services provide real-time, historical and derived pricing data, order book and transaction information related to our trading venues, as well as data from a broad array of third-party trading venues and news feeds.
|
◦
|
Desktops and connectivity services provide the connection to our exchanges, clearing houses and data centers and comprise hosting, colocation, infrastructure, technology-based information platforms, workstations and connectivity solutions through the ICE Global Network.
|
•
|
Listings - Listings revenues include original and annual listings fees, and other corporate action fees. Each distinct listing fee is allocated to multiple performance obligations including original and incremental listing and investor relations services, as well as a customer’s material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the listing services is based on the original and annual listing fees and the standalone selling price of the investor relations services is based on its market value. 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. 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. All listings fees are recognized in our Data and Listings segment.
|
•
|
Other revenues - Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, technology development fees, exchange membership fees and agricultural grading and certification fees. Generally, fees for other revenues contain one performance obligation. Because these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price. Services for other revenues are primarily satisfied at a point in time. Therefore, there is no need to allocate the fee and no deferral results as we have no further obligation to the customer at that time. Other revenues are recognized in our Trading and Clearing segment.
|
|
Trading & Clearing Segment
|
|
Data & Listings Segment
|
|
Total Consolidated
|
||||||
Year ended December 31, 2019
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,627
|
|
|
$
|
—
|
|
|
$
|
3,627
|
|
Data services
|
—
|
|
|
2,211
|
|
|
2,211
|
|
|||
Listings
|
—
|
|
|
449
|
|
|
449
|
|
|||
Other revenues
|
260
|
|
|
—
|
|
|
260
|
|
|||
Total revenues
|
3,887
|
|
|
2,660
|
|
|
6,547
|
|
|||
Transaction-based expenses
|
1,345
|
|
|
—
|
|
|
1,345
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,542
|
|
|
$
|
2,660
|
|
|
$
|
5,202
|
|
|
|
|
|
|
|
||||||
Timing of Revenue Recognition
|
|
|
|
|
|
||||||
Services transferred at a point in time
|
$
|
2,194
|
|
|
$
|
—
|
|
|
$
|
2,194
|
|
Services transferred over time
|
348
|
|
|
2,660
|
|
|
3,008
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,542
|
|
|
$
|
2,660
|
|
|
$
|
5,202
|
|
|
Trading & Clearing Segment
|
|
Data & Listings Segment
|
|
Total Consolidated
|
||||||
Year ended December 31, 2018
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,483
|
|
|
$
|
—
|
|
|
$
|
3,483
|
|
Data services
|
—
|
|
|
2,115
|
|
|
2,115
|
|
|||
Listings
|
—
|
|
|
444
|
|
|
444
|
|
|||
Other revenues
|
234
|
|
|
—
|
|
|
234
|
|
|||
Total revenues
|
3,717
|
|
|
2,559
|
|
|
6,276
|
|
|||
Transaction-based expenses
|
1,297
|
|
|
—
|
|
|
1,297
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,420
|
|
|
$
|
2,559
|
|
|
$
|
4,979
|
|
|
|
|
|
|
|
||||||
Timing of Revenue Recognition
|
|
|
|
|
|
||||||
Services transferred at a point in time
|
$
|
2,074
|
|
|
$
|
—
|
|
|
$
|
2,074
|
|
Services transferred over time
|
346
|
|
|
2,559
|
|
|
2,905
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,420
|
|
|
$
|
2,559
|
|
|
$
|
4,979
|
|
|
Trading & Clearing Segment
|
|
Data & Listings Segment
|
|
Total Consolidated
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,131
|
|
|
$
|
—
|
|
|
$
|
3,131
|
|
Data services
|
—
|
|
|
2,084
|
|
|
2,084
|
|
|||
Listings
|
—
|
|
|
426
|
|
|
426
|
|
|||
Other revenues
|
202
|
|
|
—
|
|
|
202
|
|
|||
Total revenues
|
3,333
|
|
|
2,510
|
|
|
5,843
|
|
|||
Transaction-based expenses
|
1,205
|
|
|
—
|
|
|
1,205
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,128
|
|
|
$
|
2,510
|
|
|
$
|
4,638
|
|
|
|
|
|
|
|
||||||
Timing of Revenue Recognition
|
|
|
|
|
|
||||||
Services transferred at a point in time
|
$
|
1,813
|
|
|
$
|
—
|
|
|
$
|
1,813
|
|
Services transferred over time
|
315
|
|
|
2,510
|
|
|
2,825
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,128
|
|
|
$
|
2,510
|
|
|
$
|
4,638
|
|
6.
|
Short-Term and Long-Term Restricted Cash and Cash Equivalents
|
7.
|
Property and Equipment
|
|
As of December 31,
|
|
Depreciation
Period
(Years)
|
||||||
|
2019
|
|
2018
|
|
|||||
Software and internally developed software
|
$
|
1,056
|
|
|
$
|
919
|
|
|
3 to 7
|
Computer and network equipment
|
742
|
|
|
682
|
|
|
3 to 5
|
||
Land
|
146
|
|
|
145
|
|
|
N/A
|
||
Buildings and building improvements
|
309
|
|
|
294
|
|
|
15 to 40
|
||
Right-of-use lease assets
|
287
|
|
|
—
|
|
|
1 to 16
|
||
Leasehold improvements
|
269
|
|
|
242
|
|
|
4 to 12
|
||
Equipment, aircraft and office furniture
|
233
|
|
|
225
|
|
|
4 to 15
|
||
|
3,042
|
|
|
2,507
|
|
|
|
||
Less accumulated depreciation and amortization
|
(1,506
|
)
|
|
(1,266
|
)
|
|
|
||
Property and equipment, net
|
$
|
1,536
|
|
|
$
|
1,241
|
|
|
|
8.
|
Goodwill and Other Intangible Assets
|
Goodwill balance at January 1, 2018
|
$
|
12,216
|
|
Acquisitions
|
889
|
|
|
Foreign currency translation
|
(38
|
)
|
|
Other activity, net
|
18
|
|
|
Goodwill balance at December 31, 2018
|
13,085
|
|
|
Acquisitions
|
235
|
|
|
Foreign currency translation
|
20
|
|
|
Other activity, net
|
2
|
|
|
Goodwill balance at December 31, 2019
|
$
|
13,342
|
|
Other intangible assets balance at January 1, 2018
|
$
|
10,269
|
|
Acquisitions
|
548
|
|
|
Foreign currency translation
|
(45
|
)
|
|
Amortization of other intangible assets
|
(289
|
)
|
|
Other activity, net
|
(21
|
)
|
|
Other intangible assets balance at December 31, 2018
|
10,462
|
|
|
Acquisitions
|
116
|
|
|
Foreign currency translation
|
24
|
|
|
ICE Futures Singapore exchange registration intangible assets impairment
|
(31
|
)
|
|
Amortization of other intangible assets
|
(311
|
)
|
|
Other activity, net
|
(2
|
)
|
|
Other intangible assets balance at December 31, 2019
|
$
|
10,258
|
|
|
As of December 31,
|
|
Useful Life
(Years)
|
||||||
|
2019
|
|
2018
|
|
|||||
Customer relationships
|
$
|
4,510
|
|
|
$
|
4,406
|
|
|
3 to 25
|
Technology
|
544
|
|
|
524
|
|
|
2.5 to 11
|
||
Trading products with finite lives
|
237
|
|
|
237
|
|
|
20
|
||
Data/databases
|
150
|
|
|
150
|
|
|
4 to 10
|
||
Market data provider relationships
|
11
|
|
|
11
|
|
|
20
|
||
Non-compete agreements
|
42
|
|
|
39
|
|
|
1 to 5
|
||
Other
|
36
|
|
|
36
|
|
|
1 to 5
|
||
|
5,530
|
|
|
5,403
|
|
|
|
||
Less accumulated amortization
|
(1,811
|
)
|
|
(1,532
|
)
|
|
|
||
Total finite-lived intangible assets, net
|
3,719
|
|
|
3,871
|
|
|
|
||
Exchange registrations, licenses and contracts with indefinite lives
|
6,228
|
|
|
6,253
|
|
|
|
||
Trade names and trademarks with indefinite lives
|
280
|
|
|
280
|
|
|
|
||
In-process research and development
|
23
|
|
|
49
|
|
|
|
||
Other
|
8
|
|
|
9
|
|
|
|
||
Total indefinite-lived intangible assets
|
6,539
|
|
|
6,591
|
|
|
|
||
Total other intangible assets, net
|
$
|
10,258
|
|
|
$
|
10,462
|
|
|
|
2020
|
$
|
278
|
|
2021
|
261
|
|
|
2022
|
254
|
|
|
2023
|
247
|
|
|
2024
|
290
|
|
|
Thereafter
|
2,389
|
|
|
|
$
|
3,719
|
|
9.
|
Deferred Revenue
|
|
Annual Listing Revenue
|
|
Original Listing Revenues
|
|
Other Listing Revenues
|
|
Data Services and Other Revenues
|
|
Total
|
||||||||||
Deferred revenue balance at January 1, 2018
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
98
|
|
|
$
|
93
|
|
|
$
|
216
|
|
Additions
|
384
|
|
|
24
|
|
|
38
|
|
|
366
|
|
|
812
|
|
|||||
Amortization
|
(384
|
)
|
|
(24
|
)
|
|
(36
|
)
|
|
(367
|
)
|
|
(811
|
)
|
|||||
Deferred revenue balance at December 31, 2018
|
—
|
|
|
25
|
|
|
100
|
|
|
92
|
|
|
217
|
|
|||||
Additions
|
384
|
|
|
17
|
|
|
36
|
|
|
394
|
|
|
831
|
|
|||||
Amortization
|
(384
|
)
|
|
(23
|
)
|
|
(42
|
)
|
|
(398
|
)
|
|
(847
|
)
|
|||||
Deferred revenue balance at December 31, 2019
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
94
|
|
|
$
|
88
|
|
|
$
|
201
|
|
|
Original Listing Revenues
|
|
Other Listing Revenues
|
|
Data Services and Other Revenues
|
|
Total
|
||||||||
2020
|
$
|
15
|
|
|
$
|
31
|
|
|
$
|
83
|
|
|
$
|
129
|
|
2021
|
4
|
|
|
24
|
|
|
4
|
|
|
32
|
|
||||
2022
|
—
|
|
|
21
|
|
|
1
|
|
|
22
|
|
||||
2023
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
2024
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Thereafter
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total
|
$
|
19
|
|
|
$
|
94
|
|
|
$
|
88
|
|
|
$
|
201
|
|
10.
|
Debt
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Debt:
|
|
|
|
||||
Short-term debt:
|
|
|
|
||||
Commercial Paper
|
$
|
1,311
|
|
|
$
|
951
|
|
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)
|
1,248
|
|
|
—
|
|
||
Other short-term debt
|
10
|
|
|
—
|
|
||
Total short-term debt
|
2,569
|
|
|
951
|
|
||
Long-term debt:
|
|
|
|
||||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)
|
—
|
|
|
1,246
|
|
||
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)
|
497
|
|
|
496
|
|
||
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)
|
398
|
|
|
397
|
|
||
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)
|
794
|
|
|
793
|
|
||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)
|
1,244
|
|
|
1,243
|
|
||
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)
|
496
|
|
|
496
|
|
||
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)
|
592
|
|
|
591
|
|
||
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)
|
1,229
|
|
|
1,228
|
|
||
Total long-term debt
|
5,250
|
|
|
6,490
|
|
||
Total debt
|
$
|
7,819
|
|
|
$
|
7,441
|
|
•
|
2023, 2028 and 2048 Senior Notes: In August 2018, we issued $2.25 billion in new aggregate unsecured fixed-rate senior notes, including $400 million, 3.45% notes due in 2023, or the 2023 Senior Notes, $600 million, 3.75% notes due in 2028, or the 2028 Senior Notes, and $1.25 billion, 4.25% notes due in 2048, or the 2048 Senior Notes. We used the proceeds from the offering for general corporate purposes, including to fund the redemption of the $600 million, 2.50% Senior Notes due October 2018 and to refinance all of our issuances under our Commercial Paper Program that resulted from acquisitions and investments in 2018. We incurred debt issuance costs of $21 million relating to these Senior Notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.
|
•
|
2022 and 2027 Senior Notes: In August 2017, we issued $1.0 billion in aggregate senior unsecured fixed-rate notes, including $500 million, 2.35% notes due September 2022, or the 2022 Senior Notes, and $500 million, 3.10% notes due September 2027, or the 2027 Senior Notes. We used the majority of the proceeds of the offering to fund the redemption in September 2017 of $850 million, 2.00% senior unsecured fixed-rate NYSE Notes prior to the October 2017 maturity date. We incurred debt issuance costs of $8 million relating to these Senior Notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.
|
•
|
2020 and 2025 Senior Notes: In November 2015, we issued $2.5 billion in aggregate senior unsecured fixed-rate notes, including $1.25 billion, 2.75% notes due December 2020, or the 2020 Senior Notes, and $1.25 billion, 3.75% notes due December 2025, or the 2025 Senior Notes. We used the proceeds from the offering, together with $1.6 billion of borrowings under our Commercial Paper Program, to finance the cash portion of the purchase price of Interactive Data.
|
•
|
October 2023 Senior Notes: In October 2013, we issued $800 million, 4.00% senior unsecured fixed-rate notes due October 2023, or the October 2023 Senior Notes. We used the net proceeds from the October 2023 Senior Notes to finance a portion of the purchase price of the acquisition of NYSE.
|
2020
|
$
|
2,574
|
|
2021
|
—
|
|
|
2022
|
500
|
|
|
2023
|
1,200
|
|
|
2024
|
—
|
|
|
Thereafter
|
3,600
|
|
|
Principal amounts repayable
|
7,874
|
|
|
Debt issuance costs
|
(35
|
)
|
|
Unamortized balance discounts on bonds, net
|
(20
|
)
|
|
Total debt outstanding
|
$
|
7,819
|
|
11.
|
Share-Based Compensation
|
|
Number of Options
(in thousands)
|
|
Weighted Average
Exercise Price per Option |
|||
Outstanding at January 1, 2017
|
3,879
|
|
|
$
|
36.05
|
|
Granted
|
731
|
|
|
57.34
|
|
|
Exercised
|
(597
|
)
|
|
27.97
|
|
|
Outstanding at December 31, 2017
|
4,013
|
|
|
41.13
|
|
|
Granted
|
535
|
|
|
67.23
|
|
|
Exercised
|
(908
|
)
|
|
34.84
|
|
|
Forfeited
|
(30
|
)
|
|
58.01
|
|
|
Outstanding at December 31, 2018
|
3,610
|
|
|
46.44
|
|
|
Granted
|
493
|
|
|
76.16
|
|
|
Exercised
|
(598
|
)
|
|
38.96
|
|
|
Forfeited
|
(4
|
)
|
|
77.58
|
|
|
Outstanding at December 31, 2019
|
3,501
|
|
|
51.87
|
|
|
Number of Options
(in thousands)
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (In millions) |
|||||
Vested or expected to vest
|
3,501
|
|
|
$
|
51.87
|
|
|
5.9
|
|
$
|
142
|
|
Exercisable
|
2,445
|
|
|
$
|
44.35
|
|
|
4.9
|
|
$
|
118
|
|
|
|
Year Ended December 31,
|
||||||||||
Options exercised:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total intrinsic value of options exercised (in millions)
|
|
$
|
26
|
|
|
$
|
36
|
|
|
$
|
22
|
|
|
|
As of December 31,
|
||||||||||
Options outstanding:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Number of options exercisable (in millions)
|
|
2.4
|
|
|
2.6
|
|
|
3.0
|
|
|||
Weighted-average exercise price
|
|
$
|
44.35
|
|
|
$
|
40.22
|
|
|
$
|
36.36
|
|
|
|
Year Ended December 31,
|
||||||||||
Assumptions:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Risk-free interest rate
|
|
2.49
|
%
|
|
2.67
|
%
|
|
1.84
|
%
|
|||
Expected life in years
|
|
5.9
|
|
|
6.0
|
|
|
5.0
|
|
|||
Expected volatility
|
|
20
|
%
|
|
20
|
%
|
|
21
|
%
|
|||
Expected dividend yield
|
|
1.44
|
%
|
|
1.43
|
%
|
|
1.40
|
%
|
|||
Estimated weighted-average fair value of options granted per share
|
|
$
|
15.45
|
|
|
$
|
14.08
|
|
|
$
|
10.50
|
|
|
Number of
Restricted Stock Shares
(in thousands)
|
|
Weighted Average
Grant-Date Fair Value per Share |
||
Nonvested at January 1, 2017
|
6,436
|
|
$
|
45.86
|
|
Granted
|
3,274
|
|
57.61
|
|
|
Vested
|
(3,509)
|
|
44.64
|
|
|
Forfeited
|
(453)
|
|
52.38
|
|
|
Nonvested at December 31, 2017
|
5,748
|
|
52.78
|
|
|
Granted
|
1,994
|
|
67.88
|
|
|
Number of
Restricted Stock Shares
(in thousands)
|
|
Weighted Average
Grant-Date Fair Value per Share |
||
Vested
|
(2,819)
|
|
50.21
|
|
|
Forfeited
|
(453)
|
|
58.42
|
|
|
Nonvested at December 31, 2018
|
4,470
|
|
60.56
|
|
|
Granted
|
1,697
|
|
76.85
|
|
|
Vested
|
(2,269)
|
|
57.92
|
|
|
Forfeited
|
(231)
|
|
67.66
|
|
|
Nonvested at December 31, 2019
|
3,667
|
|
69.29
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Time-based restricted stock units granted
(in thousands) (1) |
|
997
|
|
|
1,153
|
|
|
2,364
|
|
|||
Total fair value of restricted stock vested under all restricted stock plans
(in millions) |
|
$
|
173
|
|
|
$
|
206
|
|
|
$
|
206
|
|
12.
|
Equity
|
|
Shares Repurchased
(in thousands)
|
|
Average Repurchase Price Per Share
|
|
Amount of Repurchases
(in millions)
|
|
Total cumulative year-to-date shares purchased as part of publicly announced plans or programs
(in thousands) |
|
Approximate dollar
value of shares that may yet be purchased under the plans or programs as of the end of the quarter (in millions) |
||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||
Fourth quarter
|
3,661
|
|
|
$
|
92.86
|
|
|
$
|
340
|
|
|
17,432
|
|
|
$
|
540
|
|
Third quarter
|
3,730
|
|
|
$
|
91.16
|
|
|
340
|
|
|
13,771
|
|
|
$
|
880
|
|
|
Second quarter
|
4,170
|
|
|
$
|
81.53
|
|
|
340
|
|
|
10,041
|
|
|
$
|
1,220
|
|
|
First quarter
|
5,871
|
|
|
$
|
74.95
|
|
|
440
|
|
|
5,871
|
|
|
$
|
1,560
|
|
|
Total common stock repurchases(1)
|
17,432
|
|
|
$
|
83.75
|
|
|
$
|
1,460
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||
Fourth quarter
|
1,863
|
|
|
$
|
74.99
|
|
|
$
|
139
|
|
|
16,257
|
|
|
$
|
2
|
|
Third quarter
|
3,991
|
|
|
$
|
75.17
|
|
|
300
|
|
|
14,394
|
|
|
$
|
141
|
|
|
Second quarter
|
6,298
|
|
|
$
|
72.81
|
|
|
459
|
|
|
10,403
|
|
|
$
|
441
|
|
|
First quarter
|
4,105
|
|
|
$
|
73.08
|
|
|
300
|
|
|
4,105
|
|
|
$
|
900
|
|
|
Total common stock repurchases(2)
|
16,257
|
|
|
$
|
73.71
|
|
|
$
|
1,198
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||
Fourth quarter
|
3,498
|
|
|
$
|
68.62
|
|
|
$
|
240
|
|
|
14,967
|
|
|
$
|
51
|
|
Third quarter
|
3,642
|
|
|
$
|
65.90
|
|
|
240
|
|
|
11,469
|
|
|
$
|
291
|
|
|
Second quarter
|
3,916
|
|
|
$
|
61.28
|
|
|
240
|
|
|
7,828
|
|
|
$
|
531
|
|
|
First quarter
|
3,911
|
|
|
$
|
58.49
|
|
|
229
|
|
|
3,911
|
|
|
$
|
771
|
|
|
Total open market common stock repurchases
|
14,967
|
|
|
$
|
63.39
|
|
|
$
|
949
|
|
|
|
|
|
|
Dividends Per Share
|
|
Amount
(in millions)
|
||||
2019
|
|
|
|
||||
Fourth quarter
|
$
|
0.275
|
|
|
$
|
154
|
|
Third quarter
|
0.275
|
|
|
155
|
|
||
Second quarter
|
0.275
|
|
|
155
|
|
||
First quarter
|
0.275
|
|
|
157
|
|
||
Total cash dividends declared and paid
|
$
|
1.10
|
|
|
$
|
621
|
|
|
|
|
|
||||
2018
|
|
|
|
||||
Fourth quarter
|
$
|
0.24
|
|
|
$
|
138
|
|
Third quarter
|
0.24
|
|
|
138
|
|
||
Second quarter
|
0.24
|
|
|
139
|
|
||
First quarter
|
0.24
|
|
|
140
|
|
||
Total cash dividends declared and paid
|
$
|
0.96
|
|
|
$
|
555
|
|
|
|
|
|
||||
2017
|
|
|
|
||||
Fourth quarter
|
$
|
0.20
|
|
|
$
|
118
|
|
Third quarter
|
0.20
|
|
|
119
|
|
||
Second quarter
|
0.20
|
|
|
119
|
|
||
First quarter
|
0.20
|
|
|
120
|
|
||
Total cash dividends declared and paid
|
$
|
0.80
|
|
|
$
|
476
|
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component
|
||||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Comprehensive income from equity method investment
|
|
Employee benefit plans adjustments
|
|
Fair value of available-for-sale securities
|
|
Total
|
||||||||||||
|
||||||||||||||||||||||
Balance, as of January 1, 2017
|
|
$
|
(345
|
)
|
|
$
|
2
|
|
|
$
|
(109
|
)
|
|
$
|
108
|
|
|
$
|
(344
|
)
|
||
Other comprehensive income (loss)
|
|
203
|
|
|
—
|
|
|
28
|
|
|
(108
|
)
|
|
123
|
|
|||||||
Income tax benefit (expense)
|
|
6
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Net current period other comprehensive income (loss)
|
|
209
|
|
|
—
|
|
|
20
|
|
|
(108
|
)
|
|
121
|
|
|||||||
Balance, as of December 31, 2017
|
|
(136
|
)
|
|
2
|
|
—
|
|
(89
|
)
|
—
|
|
—
|
|
|
(223
|
)
|
|||||
Other comprehensive income (loss)
|
|
(91
|
)
|
|
—
|
|
|
33
|
|
|
—
|
|
|
(58
|
)
|
|||||||
Net impact of adoption of ASU 2018-02
|
|
(1
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(26
|
)
|
|||||||
Income tax benefit (expense)
|
|
1
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Net current period other comprehensive income (loss)
|
|
(91
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(92
|
)
|
|||||||
Balance, as of December 31, 2018
|
|
(227
|
)
|
|
2
|
|
—
|
|
(90
|
)
|
—
|
|
—
|
|
|
(315
|
)
|
|||||
Other comprehensive income (loss)
|
|
51
|
|
|
(1
|
)
|
|
32
|
|
|
—
|
|
|
82
|
|
|||||||
Income tax benefit (expense)
|
|
(1
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||
Net current period other comprehensive income (loss)
|
|
50
|
|
|
(1
|
)
|
|
23
|
|
|
—
|
|
|
72
|
|
|||||||
Balance, as of December 31, 2019
|
|
(177
|
)
|
|
1
|
|
|
(67
|
)
|
|
—
|
|
|
(243
|
)
|
13.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income taxes
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,333
|
|
|
$
|
1,371
|
|
|
$
|
1,308
|
|
Foreign
|
1,148
|
|
|
1,149
|
|
|
1,218
|
|
|||
Total
|
$
|
2,481
|
|
|
$
|
2,520
|
|
|
$
|
2,526
|
|
|
|
|
|
|
|
||||||
Income tax provision
|
|
|
|
|
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
189
|
|
|
$
|
140
|
|
|
$
|
266
|
|
State
|
124
|
|
|
107
|
|
|
92
|
|
|||
Foreign
|
241
|
|
|
226
|
|
|
268
|
|
|||
Total
|
$
|
554
|
|
|
$
|
473
|
|
|
$
|
626
|
|
|
|
|
|
|
|
||||||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(21
|
)
|
|
$
|
29
|
|
|
$
|
(677
|
)
|
State
|
(4
|
)
|
|
9
|
|
|
33
|
|
|||
Foreign
|
(8
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|||
|
$
|
(33
|
)
|
|
$
|
27
|
|
|
$
|
(654
|
)
|
Total income tax expense (benefit)
|
$
|
521
|
|
|
$
|
500
|
|
|
$
|
(28
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax rate
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
State and local income taxes, net of federal benefit
|
4
|
|
|
3
|
|
|
3
|
|
Foreign tax rate differential
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
Current year tax benefit from foreign derived intangible income
|
(1
|
)
|
|
—
|
|
|
—
|
|
Deferred tax benefit due to tax law changes
|
—
|
|
|
—
|
|
|
(30
|
)
|
Other
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
Total provision for income taxes
|
21
|
%
|
|
20
|
%
|
|
(1
|
)%
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred and stock-based compensation
|
$
|
82
|
|
|
$
|
89
|
|
Pension
|
4
|
|
|
12
|
|
||
Liability reserve
|
38
|
|
|
35
|
|
||
Tax credits
|
2
|
|
|
3
|
|
||
Loss carryforward
|
129
|
|
|
138
|
|
||
Deferred revenue
|
22
|
|
|
24
|
|
||
Other
|
42
|
|
|
55
|
|
||
Total
|
319
|
|
|
356
|
|
||
Valuation allowance
|
(119
|
)
|
|
(119
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
200
|
|
|
$
|
237
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(132
|
)
|
|
$
|
(133
|
)
|
Acquired intangibles
|
(2,382
|
)
|
|
(2,439
|
)
|
||
Total deferred tax liabilities
|
$
|
(2,514
|
)
|
|
$
|
(2,572
|
)
|
Net deferred tax liabilities
|
$
|
(2,314
|
)
|
|
$
|
(2,335
|
)
|
Reported as:
|
|
|
|
||||
Net non-current deferred tax assets
|
$
|
—
|
|
|
$
|
2
|
|
Net non-current deferred tax liabilities
|
(2,314
|
)
|
|
(2,337
|
)
|
||
Net deferred tax liabilities
|
$
|
(2,314
|
)
|
|
$
|
(2,335
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance of deferred income tax valuation allowance
|
$
|
119
|
|
|
$
|
126
|
|
|
$
|
122
|
|
Charges against goodwill
|
1
|
|
|
—
|
|
|
15
|
|
|||
Decreases
|
(1
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|||
Ending balance of deferred income tax valuation allowance
|
$
|
119
|
|
|
$
|
119
|
|
|
$
|
126
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance of unrecognized tax benefits
|
98
|
|
|
$
|
115
|
|
|
112
|
|
||
Additions based on tax positions taken in current year
|
17
|
|
|
13
|
|
|
10
|
|
|||
Additions based on tax positions taken in prior years
|
9
|
|
|
7
|
|
|
9
|
|
|||
Reductions based on tax positions taken in prior years
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions resulting from statute of limitation lapses
|
(13
|
)
|
|
(19
|
)
|
|
(8
|
)
|
|||
Reductions related to settlements with taxing authorities
|
(7
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
103
|
|
|
$
|
98
|
|
|
$
|
115
|
|
Jurisdiction
|
Open Tax Years
|
U.S. Federal
|
2016 - 2019
|
U.S. States
|
2008 - 2019
|
U.K.
|
2018 - 2019
|
Netherlands
|
2013 - 2019
|
14.
|
Clearing Operations
|
Clearing House
|
|
Products Cleared
|
|
Exchange where Executed
|
|
Location
|
ICE Clear Europe
|
|
Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments
|
|
ICE Futures Europe, ICE Futures U.S., ICE Endex and third-party venues
|
|
U.K.
|
ICE Clear U.S.
|
|
Agricultural, metals, FX and equity index futures and options contracts and digital assets futures contracts
|
|
ICE Futures U.S.
|
|
U.S.
|
ICE Clear Credit
|
|
North American, European, Asian-Pacific and Emerging Market CDS instruments
|
|
Creditex, OTC and third-party venues
|
|
U.S.
|
ICE Clear Netherlands
|
|
Derivatives on equities and equity indices traded on regulated markets
|
|
ICE Endex
|
|
The Netherlands
|
ICE Clear Singapore
|
|
Energy, metals and financial futures products
|
|
ICE Futures Singapore
|
|
Singapore
|
ICE NGX
|
|
Physical North American natural gas, electricity and oil futures
|
|
ICE NGX
|
|
Canada
|
|
|
ICE Portion of Guaranty Fund Contribution
|
|
Default insurance
|
|||||||
|
|
As of December 31,
|
|
As of December 31,
|
|||||||
Clearing House
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||
ICE Clear Europe
|
|
$233
|
|
$206
|
|
$75
|
|
N/A
|
|||
ICE Clear U.S.
|
|
103
|
|
|
61
|
|
|
25
|
|
|
N/A
|
ICE Clear Credit
|
|
50
|
|
|
50
|
|
|
50
|
|
|
N/A
|
ICE Clear Netherlands
|
|
2
|
|
|
2
|
|
|
N/A
|
|
|
N/A
|
ICE Clear Singapore
|
|
1
|
|
|
1
|
|
|
N/A
|
|
|
N/A
|
ICE NGX
|
|
15
|
|
|
N/A
|
|
|
100
|
|
|
$100
|
Total
|
|
$404
|
|
$320
|
|
$250
|
|
$100
|
|
ICE Clear Europe (1)
|
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
Other ICE Clearing Houses
|
|
Total
|
|||||||||||||
Original margin
|
$
|
28,318
|
|
|
$
|
22,145
|
|
|
$
|
6,802
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
57,267
|
|
|
Unsettled variation margin, net
|
—
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
255
|
|
|||||||
Guaranty fund
|
4,144
|
|
|
2,268
|
|
—
|
|
463
|
|
|
—
|
|
|
5
|
|
|
6,880
|
|
||||||
Delivery contracts receivable/payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
585
|
|
|
—
|
|
|
585
|
|
|||||||
Total
|
$
|
32,462
|
|
|
$
|
24,413
|
|
|
$
|
7,265
|
|
|
$
|
840
|
|
|
$
|
7
|
|
|
$
|
64,987
|
|
|
ICE Clear Europe (2)
|
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
Other ICE Clearing Houses
|
|
Total
|
||||||||||||
Original margin
|
$
|
27,597
|
|
|
$
|
22,770
|
|
|
$
|
6,260
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
56,630
|
|
Unsettled variation margin, net
|
—
|
|
|
—
|
|
|
—
|
|
|
417
|
|
|
—
|
|
|
417
|
|
||||||
Guaranty fund
|
3,267
|
|
|
2,456
|
|
|
460
|
|
|
—
|
|
|
5
|
|
|
6,188
|
|
||||||
Delivery contracts receivable/payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
720
|
|
|
—
|
|
|
720
|
|
||||||
Total
|
$
|
30,864
|
|
|
$
|
25,226
|
|
|
$
|
6,720
|
|
|
$
|
1,137
|
|
|
$
|
8
|
|
|
$
|
63,955
|
|
•
|
ICE Clear Europe: $1.0 billion in Committed Repo to finance U.S. dollar, euro and pound sterling deposits.
|
•
|
ICE Clear Credit: $300 million in Committed Repo to finance U.S. dollar and euro deposits, €250 million in Committed Repo to finance euro deposits, and €1.9 billion in Committed FX Facilities to finance euro payment obligations.
|
•
|
ICE Clear U.S.: $400 million in Committed Repo to finance U.S. dollar deposits.
|
•
|
ICE Clear Netherlands: €10 million in Committed FX Facilities to finance euro payment obligations.
|
Clearing House
|
|
Investment Type
|
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
ICE Clear Europe
|
|
National Bank Account (1)
|
|
|
$
|
9,667
|
|
|
$
|
8,647
|
|
ICE Clear Europe
|
|
Reverse repo
|
|
|
19,187
|
|
|
18,097
|
|
||
ICE Clear Europe
|
|
Sovereign Debt
|
|
|
3,591
|
|
|
4,035
|
|
||
ICE Clear Europe
|
|
Demand deposits
|
|
|
17
|
|
|
85
|
|
||
ICE Clear Credit
|
|
National Bank Account (2)
|
|
|
19,480
|
|
|
19,484
|
|
||
ICE Clear Credit
|
|
Reverse repo
|
|
|
2,411
|
|
|
1,935
|
|
||
ICE Clear Credit
|
|
Demand deposits
|
|
|
2,522
|
|
|
3,807
|
|
||
ICE Clear U.S.
|
|
Reverse repo
|
|
|
4,320
|
|
|
4,380
|
|
||
ICE Clear U.S.
|
|
Sovereign Debt
|
|
|
2,945
|
|
|
2,340
|
|
||
Other ICE Clearing Houses
|
|
Demand deposits
|
|
|
7
|
|
|
8
|
|
||
ICE NGX
|
|
Unsettled Variation Margin and Delivery Contracts Receivable/Payable
|
|
|
840
|
|
|
1,137
|
|
||
Total
|
|
|
|
|
64,987
|
|
|
63,955
|
|
|
As of December 31, 2019
|
|||||||||||||||||||
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
|
Total
|
||||||||||
Original margin:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Government securities at face value
|
$
|
30,635
|
|
|
$
|
13,710
|
|
|
$
|
12,633
|
|
|
$
|
—
|
|
|
|
$
|
56,978
|
|
Letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
2,469
|
|
|
|
2,469
|
|
|||||
ICE NGX cash deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
|
362
|
|
|||||
Total
|
$
|
30,635
|
|
|
$
|
13,710
|
|
|
$
|
12,633
|
|
|
$
|
2,831
|
|
|
|
$
|
59,809
|
|
Guaranty fund:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Government securities at face value
|
$
|
475
|
|
|
$
|
523
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
|
$
|
1,241
|
|
|
As of December 31, 2018
|
|||||||||||||||||||
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
|
Total
|
||||||||||
Original margin:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Government securities at face value
|
$
|
29,887
|
|
|
$
|
12,990
|
|
|
$
|
10,208
|
|
|
$
|
—
|
|
|
|
$
|
53,085
|
|
Letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
2,556
|
|
|
|
2,556
|
|
|||||
ICE NGX cash deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|
|
605
|
|
|||||
Total
|
$
|
29,887
|
|
|
$
|
12,990
|
|
|
$
|
10,208
|
|
|
$
|
3,161
|
|
|
|
$
|
56,246
|
|
Guaranty fund:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Government securities at face value
|
$
|
654
|
|
|
$
|
256
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
|
$
|
1,174
|
|
Account Type:
|
|
As of December 31, 2019
(In C$ millions)
|
|
As of December 31, 2019
(In $USD millions)
|
||
Daylight liquidity facility
|
|
C$300
|
|
$231
|
||
Overdraft facility
|
|
20
|
|
|
15
|
|
Total
|
|
C$320
|
|
$246
|
15.
|
Commitments and Contingencies
|
16.
|
Pension and Other Benefit Programs
|
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
U.S. small-cap
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
International
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Fixed income securities
|
|
137
|
|
|
751
|
|
|
6
|
|
|
894
|
|
||||
Total
|
|
$
|
144
|
|
|
$
|
796
|
|
|
$
|
6
|
|
|
$
|
946
|
|
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
U.S. small-cap
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
International
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Fixed income securities
|
|
127
|
|
|
640
|
|
|
7
|
|
|
774
|
|
||||
Total
|
|
$
|
135
|
|
|
$
|
677
|
|
|
$
|
7
|
|
|
$
|
819
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
791
|
|
|
$
|
875
|
|
Interest cost
|
28
|
|
|
26
|
|
||
Actuarial (gain) loss
|
90
|
|
|
(61
|
)
|
||
Benefits paid
|
(48
|
)
|
|
(49
|
)
|
||
Benefit obligation at year end
|
$
|
861
|
|
|
$
|
791
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
794
|
|
|
$
|
869
|
|
Actual return on plan assets
|
148
|
|
|
(26
|
)
|
||
Contributions
|
—
|
|
|
—
|
|
||
Benefits paid
|
(48
|
)
|
|
(49
|
)
|
||
Fair value of plan assets at end of year
|
$
|
894
|
|
|
$
|
794
|
|
Funded status
|
$
|
33
|
|
|
$
|
3
|
|
Accumulated benefit obligation
|
$
|
861
|
|
|
$
|
791
|
|
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Accrued pension plan asset
|
$
|
33
|
|
|
$
|
3
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest cost
|
$
|
28
|
|
|
$
|
26
|
|
|
$
|
27
|
|
Estimated return on plan assets
|
(31
|
)
|
|
(29
|
)
|
|
(44
|
)
|
|||
Amortization of loss
|
3
|
|
|
4
|
|
|
2
|
|
|||
Aggregate pension expense (benefit)
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(15
|
)
|
2020
|
$
|
49
|
|
2021
|
50
|
|
|
2022
|
49
|
|
|
2023
|
49
|
|
|
2024
|
49
|
|
|
Next 5 years
|
243
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
41
|
|
|
$
|
49
|
|
Interest cost
|
1
|
|
|
1
|
|
||
Actuarial (gain) loss
|
4
|
|
|
(2
|
)
|
||
Benefits paid
|
(5
|
)
|
|
(7
|
)
|
||
Benefit obligation at year end
|
$
|
41
|
|
|
$
|
41
|
|
Funded status
|
$
|
(41
|
)
|
|
$
|
(41
|
)
|
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Other current liabilities
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
Accrued employee benefits
|
(36
|
)
|
|
(36
|
)
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Weighted-average discount rate for determining benefit obligations (pension/SERP plans)
|
3.0% / 2.7%
|
|
4.0% / 3.8%
|
|
3.4% / 3.1%
|
Weighted-average discount rate for determining interest costs (pension/SERP plans)
|
3.7% / 3.5%
|
|
3.0% / 2.7%
|
|
3.2% / 2.6%
|
Expected long-term rate of return on plan assets (pension/SERP plans)
|
3.9% / N/A
|
|
3.5% / N/A
|
|
6.5% / N/A
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Benefit obligation at the end of year
|
$
|
142
|
|
|
$
|
154
|
|
Interest cost
|
5
|
|
|
5
|
|
||
Actuarial gain
|
(8
|
)
|
|
(19
|
)
|
||
Employee contributions
|
3
|
|
|
3
|
|
||
Benefits paid
|
(12
|
)
|
|
(13
|
)
|
||
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Other current liabilities
|
$
|
(8
|
)
|
|
$
|
(10
|
)
|
Accrued employee benefits
|
(134
|
)
|
|
(144
|
)
|
Projected Post-Retirement Benefit by Year:
|
|
Projected Payment
|
|
|
2020
|
|
$
|
8
|
|
2021
|
|
8
|
|
|
2022
|
|
8
|
|
|
2023
|
|
8
|
|
|
2024
|
|
8
|
|
|
Next 5 years
|
|
39
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Post-retirement
Benefit Plans
|
|
Total
|
||||||||
Unrecognized net actuarial losses (gains), after tax
|
$
|
87
|
|
|
$
|
6
|
|
|
$
|
(26
|
)
|
|
$
|
67
|
|
17.
|
Fair Value Measurements
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||
Debt:
|
Carrying Amount
|
|
Fair value
|
|
Carrying Amount
|
|
Fair value
|
||||||||
Commercial Paper
|
$
|
1,311
|
|
|
$
|
1,314
|
|
|
$
|
951
|
|
|
$
|
953
|
|
Other short-term debt
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
2020 Senior Notes
|
1,248
|
|
|
1,259
|
|
|
1,246
|
|
|
1,244
|
|
||||
2022 Senior Notes
|
497
|
|
|
505
|
|
|
496
|
|
|
484
|
|
||||
2023 Senior Notes
|
398
|
|
|
420
|
|
|
397
|
|
|
402
|
|
||||
October 2023 Senior Notes
|
794
|
|
|
855
|
|
|
793
|
|
|
821
|
|
||||
2025 Senior Notes
|
1,244
|
|
|
1,355
|
|
|
1,243
|
|
|
1,258
|
|
||||
2027 Senior Notes
|
496
|
|
|
526
|
|
|
496
|
|
|
477
|
|
||||
2028 Senior Notes
|
592
|
|
|
657
|
|
|
591
|
|
|
599
|
|
||||
2048 Senior Notes
|
1,229
|
|
|
1,490
|
|
|
1,228
|
|
|
1,236
|
|
||||
Total debt
|
$
|
7,819
|
|
|
$
|
8,391
|
|
|
$
|
7,441
|
|
|
$
|
7,474
|
|
18.
|
Segment Reporting
|
|
Year Ended
December 31, 2019
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2017 |
||||||||||||||||||||||||||||||
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Energy futures and options contracts
|
$
|
992
|
|
|
$
|
—
|
|
|
$
|
992
|
|
|
$
|
965
|
|
|
$
|
—
|
|
|
$
|
965
|
|
|
$
|
909
|
|
|
$
|
—
|
|
|
$
|
909
|
|
Agricultural and metals futures and options contracts
|
251
|
|
|
—
|
|
|
251
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|
216
|
|
|
—
|
|
|
216
|
|
|||||||||
Financial futures and options contracts
|
332
|
|
|
—
|
|
|
332
|
|
|
354
|
|
|
—
|
|
|
354
|
|
|
326
|
|
|
—
|
|
|
326
|
|
|||||||||
Cash equities and equity options
|
1,643
|
|
|
—
|
|
|
1,643
|
|
|
1,624
|
|
|
—
|
|
|
1,624
|
|
|
1,491
|
|
|
—
|
|
|
1,491
|
|
|
Year Ended
December 31, 2019
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2017 |
||||||||||||||||||||||||||||||
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||
Fixed income and credit
|
364
|
|
|
—
|
|
|
364
|
|
|
240
|
|
|
—
|
|
|
240
|
|
|
139
|
|
|
—
|
|
|
139
|
|
|||||||||
OTC and other transactions
|
45
|
|
|
—
|
|
|
45
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||||||
Pricing and analytics
|
—
|
|
|
1,083
|
|
|
1,083
|
|
|
—
|
|
|
1,043
|
|
|
1,043
|
|
|
—
|
|
|
970
|
|
|
970
|
|
|||||||||
Exchange data and feeds
|
—
|
|
|
704
|
|
|
704
|
|
|
—
|
|
|
670
|
|
|
670
|
|
|
—
|
|
|
632
|
|
|
632
|
|
|||||||||
Desktops and connectivity
|
—
|
|
|
424
|
|
|
424
|
|
|
—
|
|
|
402
|
|
|
402
|
|
|
—
|
|
|
482
|
|
|
482
|
|
|||||||||
Listings
|
—
|
|
|
449
|
|
|
449
|
|
|
—
|
|
|
444
|
|
|
444
|
|
|
—
|
|
|
426
|
|
|
426
|
|
|||||||||
Other revenues
|
260
|
|
|
—
|
|
|
260
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|
202
|
|
|
—
|
|
|
202
|
|
|||||||||
Revenues
|
3,887
|
|
|
2,660
|
|
|
6,547
|
|
|
3,717
|
|
|
2,559
|
|
|
6,276
|
|
|
3,333
|
|
|
2,510
|
|
|
5,843
|
|
|||||||||
Transaction-based expenses
|
1,345
|
|
|
—
|
|
|
1,345
|
|
|
1,297
|
|
|
—
|
|
|
1,297
|
|
|
1,205
|
|
|
—
|
|
|
1,205
|
|
|||||||||
Revenues, less transaction-based expenses
|
2,542
|
|
|
2,660
|
|
|
5,202
|
|
|
2,420
|
|
|
2,559
|
|
|
4,979
|
|
|
2,128
|
|
|
2,510
|
|
|
4,638
|
|
|||||||||
Operating expenses
|
1,033
|
|
|
1,496
|
|
|
2,529
|
|
|
911
|
|
|
1,485
|
|
|
2,396
|
|
|
781
|
|
|
1,478
|
|
|
2,259
|
|
|||||||||
Operating income
|
$
|
1,509
|
|
|
$
|
1,164
|
|
|
$
|
2,673
|
|
|
$
|
1,509
|
|
|
$
|
1,074
|
|
|
$
|
2,583
|
|
|
$
|
1,347
|
|
|
$
|
1,032
|
|
|
$
|
2,379
|
|
|
United States
|
|
Foreign Countries
|
|
Total
|
||||||
Revenues, less transaction-based expenses:
|
|
|
|
|
|
||||||
Year ended December 31, 2019
|
$
|
3,290
|
|
|
$
|
1,912
|
|
|
$
|
5,202
|
|
Year ended December 31, 2018
|
$
|
3,087
|
|
|
$
|
1,892
|
|
|
$
|
4,979
|
|
Year ended December 31, 2017
|
$
|
2,807
|
|
|
$
|
1,831
|
|
|
$
|
4,638
|
|
Net assets:
|
|
|
|
|
|
||||||
As of December 31, 2019
|
$
|
9,038
|
|
|
$
|
8,248
|
|
|
$
|
17,286
|
|
As of December 31, 2018
|
$
|
9,226
|
|
|
$
|
8,005
|
|
|
$
|
17,231
|
|
Property and equipment, net:
|
|
|
|
|
|
||||||
As of December 31, 2019
|
$
|
1,353
|
|
|
$
|
183
|
|
|
$
|
1,536
|
|
As of December 31, 2018
|
$
|
1,125
|
|
|
$
|
116
|
|
|
$
|
1,241
|
|
19.
|
Earnings Per Common Share
|
|
Year Ended December 31,
|
||||||||||
2019
|
|
2018
|
|
2017
|
|||||||
Basic:
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
2019
|
|
2018
|
|
2017
|
|||||||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
1,933
|
|
|
$
|
1,988
|
|
|
$
|
2,526
|
|
Weighted average common shares outstanding
|
561
|
|
|
575
|
|
|
589
|
|
|||
Basic earnings per common share
|
$
|
3.44
|
|
|
$
|
3.46
|
|
|
$
|
4.29
|
|
Diluted:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
561
|
|
|
575
|
|
|
589
|
|
|||
Effect of dilutive securities - stock options and restricted stock
|
4
|
|
|
4
|
|
|
5
|
|
|||
Diluted weighted average common shares outstanding
|
565
|
|
|
579
|
|
|
594
|
|
|||
Diluted earnings per common share
|
$
|
3.42
|
|
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
1,270
|
|
|
$
|
1,298
|
|
|
$
|
1,336
|
|
|
$
|
1,298
|
|
Operating income
|
665
|
|
|
680
|
|
|
706
|
|
|
622
|
|
||||
Net income attributable to Intercontinental Exchange, Inc.
|
484
|
|
|
472
|
|
|
529
|
|
|
448
|
|
||||
Earnings per common share: (a)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.85
|
|
|
$
|
0.84
|
|
|
$
|
0.95
|
|
|
$
|
0.81
|
|
Diluted
|
$
|
0.85
|
|
|
$
|
0.84
|
|
|
$
|
0.94
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
1,225
|
|
|
$
|
1,246
|
|
|
$
|
1,200
|
|
|
$
|
1,308
|
|
Operating income
|
650
|
|
|
655
|
|
|
602
|
|
|
676
|
|
||||
Net income attributable to Intercontinental Exchange, Inc.(b)
|
464
|
|
|
455
|
|
|
458
|
|
|
611
|
|
||||
Earnings per common share: (a)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.80
|
|
|
$
|
0.79
|
|
|
$
|
0.80
|
|
|
$
|
1.07
|
|
Diluted
|
$
|
0.79
|
|
|
$
|
0.78
|
|
|
$
|
0.79
|
|
|
$
|
1.07
|
|
(a)
|
The annual earnings per common share may not equal the sum of the individual quarter’s earnings per common share due to rounding.
|
21.
|
Subsequent Events
|
•
|
Consolidated Balance Sheets as of December 31, 2019 and 2018.
|
•
|
Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017.
|
•
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017.
|
•
|
Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, 2019, 2018 and 2017.
|
•
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017.
|
•
|
Notes to Consolidated Financial Statements.
|
Exhibit
Number
|
|
Description of Document
|
3.1
|
—
|
3.2
|
—
|
|
4.1
|
—
|
|
4.2
|
—
|
|
4.3
|
—
|
|
4.4
|
—
|
|
4.5
|
—
|
|
4.6
|
—
|
|
4.7
|
—
|
|
4.8
|
—
|
|
4.9
|
—
|
|
4.10
|
—
|
|
4.11
|
—
|
|
4.12
|
—
|
|
4.13
|
—
|
|
4.14
|
—
|
|
4.15
|
—
|
|
4.16
|
|
|
10.1
|
—
|
|
10.2
|
—
|
10.3
|
—
|
|
10.4
|
—
|
|
10.5
|
—
|
|
10.6
|
—
|
|
10.7
|
—
|
|
10.8
|
—
|
|
10.9
|
—
|
|
10.10
|
—
|
|
10.11
|
—
|
|
10.12
|
—
|
|
10.13
|
|
|
10.14
|
—
|
|
10.15
|
—
|
|
10.16
|
—
|
|
10.17
|
—
|
|
10.18
|
—
|
|
10.19
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—
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10.20
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—
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10.21
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—
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10.22
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—
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10.23
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—
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10.24
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—
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10.25
|
—
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10.26
|
|
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10.27
|
—
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10.28
|
—
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10.29
|
—
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10.30
|
—
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10.31
|
—
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10.32
|
—
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|
10.33
|
—
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21.1
|
—
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23.1
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—
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24.1
|
—
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|
31.1
|
—
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31.2
|
—
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|
32.1
|
—
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|
32.2
|
—
|
|
101
|
—
|
The following materials from Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest, (iv) the Consolidated Statements of Comprehensive Income, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.
|
104
|
—
|
The cover page from Intercontinental Exchange, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in Inline XBRL.
|
|
|
Intercontinental Exchange, Inc.
(Registrant)
|
|
|
|
|
|
Date: February 6, 2020
|
|
By:
|
/s/ Jeffrey C. Sprecher
|
|
|
|
Jeffrey C. Sprecher
|
|
|
|
Chief Executive Officer
|
Signatures
|
Title
|
Date
|
/s/ Jeffrey C. Sprecher
|
Chairman of the Board and
|
February 6, 2020
|
Jeffrey C. Sprecher
|
Chief Executive Officer
(principal executive officer)
|
|
|
|
|
/s/ Scott A. Hill
|
Chief Financial Officer
(principal financial officer) |
February 6, 2020
|
Scott A. Hill
|
|
|
|
|
|
/s/ James W. Namkung
|
Chief Accounting Officer and Corporate Controller (principal accounting officer)
|
February 6, 2020
|
James W. Namkung
|
|
|
|
|
|
/s/ Sharon Y. Bowen
|
Director
|
February 6, 2020
|
Sharon Y. Bowen
|
|
|
|
|
|
/s/ Charles R. Crisp
|
Director
|
February 6, 2020
|
Charles R. Crisp
|
|
|
|
|
|
/s/ Duriya M. Farooqui
|
Director
|
February 6, 2020
|
Duriya M. Farooqui
|
|
|
|
|
|
/s/ Jean-Marc Forneri
|
Director
|
February 6, 2020
|
Jean-Marc Forneri
|
|
|
|
|
|
/s/ Frederick W. Hatfield
|
Director
|
February 6, 2020
|
Frederick W. Hatfield
|
|
|
/s/ Lord Hague of Richmond
|
Director
|
February 6, 2020
|
The Rt. Hon. the Lord Hague of Richmond
|
|
|
|
|
|
/s/ Thomas E. Noonan
|
Director
|
February 6, 2020
|
Thomas E. Noonan
|
|
|
|
|
|
/s/ Frederic V. Salerno
|
Director
|
February 6, 2020
|
Frederic V. Salerno
|
|
|
|
|
|
/s/ Judith A. Sprieser
|
Director
|
February 6, 2020
|
Judith A. Sprieser
|
|
|
|
|
|
/s/ Vincent Tese
|
Director
|
February 6, 2020
|
Vincent Tese
|
|
|
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