INTERCONTINENTAL EXCHANGE, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

The following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons. See the
factors set forth under the heading "Forward Looking Statements" at the
beginning of Part 1 of this Annual Report and in Item 1(A) under the heading
"Risk Factors." For discussion related to the results of operations and changes
in financial condition for 2021 compared to 2020 refer to Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations in our 2021 Annual Report on Form 10-K, which was filed with the U.S.
Securities and Exchange Commission on February 3, 2022.

Overview


We are a provider of market infrastructure, data services and technology
solutions to a broad range of customers including financial institutions,
corporations and government entities. These products, which span major asset
classes including futures, equities, fixed income and U.S. residential
mortgages, provide our customers with access to mission critical tools that are
designed to increase asset class transparency and workflow efficiency. The
majority of our identifiable assets are located in the U.S. and U.K. We report
our results in the following three segments:

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


•Fixed Income and Data Services: We provide fixed income pricing, reference
data, indices, analytics and execution services as well as global CDS clearing
and multi-asset class data delivery solutions.

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

Recent Developments

Pending Acquisition of Black Knight, Inc.


On May 4, 2022, we announced that we had entered into a definitive agreement to
acquire Black Knight, Inc., or Black Knight, a software, data and analytics
company that serves the housing finance continuum, including real estate data,
mortgage lending and servicing, as well as the secondary markets. Pursuant to
that certain Agreement and Plan of Merger, dated as of May 4, 2022, among ICE,
Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black
Knight, which we refer to as the "merger agreement," Sub will merge with and
into Black Knight, which we refer to as the "merger," with Black Knight
surviving as a wholly owned subsidiary of ICE. As of May 4, 2022, the
transaction was valued at approximately $13.1 billion, or $85 per share of Black
Knight common stock, with cash comprising 80% of the value of the aggregate
transaction consideration and shares of our common stock comprising 20% of the
value of the

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aggregate transaction consideration at that time. The aggregate cash component
of the transaction consideration is fixed at $10.5 billion, and the value of the
aggregate stock component of the transaction consideration will fluctuate with
the market price of our common stock and will be determined based on the average
of the volume weighted averages of the trading prices of our common stock on
each of the ten consecutive trading days ending three trading days prior to the
closing of the merger. This transaction builds on our position as a provider of
electronic workflow solutions for the rapidly evolving U.S. residential mortgage
industry.

Black Knight provides a comprehensive and integrated ecosystem of software, data
and analytics solutions serving the real estate and housing finance markets. We
believe the Black Knight ecosystem adds value for clients of all sizes across
the mortgage and real estate lifecycles by helping organizations lower costs,
increase efficiencies, grow their businesses, and reduce risk.

On August 19, 2022, our preliminary proxy statement/prospectus on Form S-4 was
declared effective by the SEC, and on September 21, 2022, Black Knight
stockholders approved the transaction. The transaction is expected to close in
the first half of 2023 following the receipt of regulatory approvals and the
satisfaction of customary closing conditions.

Global Market Conditions


Our results of operations are affected by global economic conditions, including
macroeconomic conditions and geopolitical events or conflicts. During 2022,
macroeconomic conditions, including rising interest rates, recent spikes in
inflation rates and market volatility, along with geopolitical concerns,
including the war in Ukraine and the sanctions and other measures that have been
and continue to be imposed in response to the war, created uncertainty and
volatility in the global economy and resulted in a dynamic operating
environment.

Our business has been impacted positively and negatively by these global
economic conditions. For instance, due to market volatility and rising interest
rates, we have seen increased trading across a number of our products, such as
interest rate and equity futures, credit default swaps and bonds. Conversely,
increases in mortgage interest rates in 2022 have resulted in reduced consumer
and investor demand for mortgages and adversely impacted the transaction-based
revenues in our Mortgage Technology segment.

We have suspended all services in Russia except for limited offerings to
non-sanctioned entities. From an operational perspective, our businesses,
including our exchanges, clearing houses, listings venues, data services
businesses and mortgage platforms, have not suffered a material negative impact
as a result of these events in Ukraine and the surrounding region.


We expect the macro environment to remain dynamic in the near-term, and we
continue to monitor macroeconomic conditions, including interest rates and
inflation rates, as well as the uncertainty surrounding the extent and duration
of the ongoing conflict between Russia and Ukraine, and the impact that any of
the foregoing may have on the global economy and on our business.

Tax Policy Changes


In July and August 2022, the CHIPS and Science Act, or CHIPS, and the Inflation
Reduction Act of 2022, or IRA, were signed into law. The IRA introduced a 15%
corporate alternative minimum tax, or CAMT, on adjusted financial statement
income for corporations with profits in excess of $1 billion, effective for tax
years after December 31, 2022. While further guidance on the implementation of
the CAMT is expected, we do not expect it will have a material impact to our
2023 effective tax rate. We also do not expect that CHIPS will have a material
impact. The IRA also includes a stock buyback excise tax of 1% on share
repurchases, which will apply to net stock buybacks after December 31, 2022. We
do not expect this to have a material impact once share repurchases are resumed.

The Organization for Economic Cooperation and Development, or OECD/G20, has
proposed the introduction of a global minimum tax rate at 15%. Consultations are
ongoing and while we expect increased tax compliance requirements, we do not
expect a material impact to our effective tax rate given our current tax
profile.

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Consolidated Financial Highlights


The following summarizes our results and significant changes in our consolidated
financial performance for the periods presented (dollars in millions, except per
share amounts):


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                                                   Year Ended December 31,                                            Year Ended December 31,
                                                    2022                2021                  Change                2021                    2020                 Change
Revenues, less transaction-based expenses     $     7,292            $ 7,146                        2  %       $    7,146                $ 6,036                      18  %
  Recurring revenues(1)                       $     3,721            $ 3,509                        6  %       $    3,509                $ 2,923                      20  %
  Transaction revenues, net(1)                $     3,571            $ 3,637                       (2) %       $    3,637                $ 3,113                      17  %
Operating expenses                            $     3,654            $ 3,697                       (1) %       $    3,697                $ 3,003                      23  %
Adjusted operating expenses(2)                $     2,953            $ 2,977                       (1) %       $    2,977                $ 2,495                      19  %
Operating income                              $     3,638            $ 3,449                        5  %       $    3,449                $ 3,033                      14  %
Adjusted operating income(2)                  $     4,339            $ 4,169                        4  %       $    4,169                $ 3,541                      18  %
Operating margin                                       50    %            48   %                   2 pts               48    %                50   %                (2 pts)
Adjusted operating margin(2)                           59    %            58   %                    1 pt               58    %                59   %                 (1 pt)
Other income/(expense), net                   $    (1,830)           $ 2,249                         n/a       $    2,249                $  (267)                       n/a
Income tax expense                            $       310            $ 1,629                      (81) %       $    1,629                $   658                     148  %
Effective tax rate                                     17    %            29   %                (12 pts)               29    %                24   %                  5 pts

Net income attributable to ICE                $     1,446            $ 4,058                      (64) %       $    4,058                $ 2,089                      94  %
Adjusted net income attributable to ICE(2)    $     2,974            $ 2,863                        4  %       $    2,863                $ 2,449                      17  %

Diluted earnings per share attributable to
ICE common stockholders                       $      2.58            $  7.18                      (64) %       $     7.18                $  3.77                      90  %
Adjusted diluted earnings per share
attributable to ICE common stockholders(2)    $      5.30            $  5.06                        5  %       $     5.06                $  4.41                      15  %
Cash flows from operating activities          $     3,554            $ 3,123                       14  %       $    3,123                $ 2,881                       8  %



*Percentage changes in the table above deemed “n/a” are not meaningful.


(1) We define recurring revenues as the portion of our revenues that are
generally predictable, stable, and can be expected to occur at regular intervals
in the future with a relatively high degree of certainty and visibility. We
define transaction revenues as those associated with a more specific
point-in-time service, such as trade execution.
(2) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. Adjusted net income attributable to
ICE and adjusted diluted earnings per share attributable to ICE common
stockholders are presented net of taxes. These adjusted figures are not
calculated in accordance with U.S. Generally Accepted Accounting Principles, or
GAAP. See "- Non-GAAP Financial Measures" below.

•Revenues, less transaction-based expenses, increased $146 million in 2022 from
2021. The increase in revenues includes $115 million in unfavorable foreign
exchange effects arising from the stronger U.S. dollar in 2022 from 2021.

•Revenues, less transaction-based expenses, increased $1.1 billion in 2021 from
2020. The increase in revenues includes $44 million in favorable foreign
exchange effects arising from the weaker U.S. dollar in 2021 from 2020.


•Operating expenses decreased $43 million in 2022 from 2021. The decrease in
operating expenses includes $38 million in favorable foreign exchange effects
arising from the stronger U.S. dollar in 2022 from 2021.

•Operating expenses increased $694 million in 2021 from 2020. The increase in
operating expenses includes $22 million in unfavorable foreign exchange effects
arising from the weaker U.S. dollar in 2021 from 2020.

•Other income/(expense), net, in 2022 primarily includes our share of estimated
equity method investment losses and an impairment charge on our investment in
Bakkt to its fair value, of $1.4 billion, a net gain on the sale of our
Euroclear plc, or Euroclear, stake of $41 million, interest income of
$108 million and interest expense of $616 million.

•Other income/(expense), net, in 2021 primarily includes our gain on the Bakkt
transaction of $1.4 billion, our gain on the sale of our Coinbase Global, Inc.,
or Coinbase, investment of $1.2 billion, equity earnings in OCC of $51 million,
estimated equity losses in our investment in Bakkt during the post-merger period
of $92 million, dividend income from Euroclear plc, or Euroclear, of $60
million, a fair value adjustment gain on our Euroclear investment of $34 million
and interest expense of $423 million.

•The effective tax rate in 2022 was lower than the effective tax rate in 2021
primarily due to the deferred income tax benefit from the impairment to our
equity method investment in Bakkt in the current year, and the deferred income
tax expense from the U.K. tax law changes in the prior year.

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•The effective tax rate in 2021 was higher than the effective tax rate in 2020
primarily due to the deferred income tax impacts resulting from the U.K. tax law
changes. In 2021, the U.K. enacted a corporate income tax rate increase from 19%
to 25% effective April 1, 2023. In 2020, the UK enacted a corporate income tax
rate increase from 17% to 19% effective April 1, 2020.

Business Environment and Market Trends

Our business environment has been characterized by:

•globalization of marketplaces, customers and competitors;

•growing customer demand for workflow efficiency and automation;

•commodity, interest rate, inflation rate and financial markets volatility and
uncertainty;

•growing demand for data to inform customers’ risk management and investment
decisions;

•evolving, increasing and disparate regulation across multiple jurisdictions;

•price volatility increasing customers’ demand for risk management services;

•increasing focus on capital and cost efficiencies;

•customers’ preference to manage risk in markets demonstrating the greatest
depth of liquidity and product diversity;

•the evolution of existing products and new product innovation to serve emerging
customer needs and changing industry agreements;

•rising demand for speed, data, data capacity and connectivity by market
participants, necessitating increased investment in technology; and

•consolidation and increasing competition among global markets for trading,
clearing and listings.


Recent changes with regard to global financial reform have emphasized the
importance of transparent markets, centralized clearing and access to data, all
of which are important aspects of our product offering. However, some of the
proposed rules have yet to be implemented and some rules that have already been
partially implemented are being reconsidered. In addition, some of the global
regulations have not been fully harmonized and several non-U.S. regulations are
inconsistent with U.S. rules. As the evolution continues, legislative and
regulatory actions may change the way we conduct our business and may create
uncertainty for market participants, which could affect trading volumes or
demand for market data. As a result, it is difficult to predict all of the
effects that the legislation and its implementing regulations will have on us.
As discussed more fully in Item 1 "- Business - Regulation" included in this
Annual Report, Brexit, MiFID II and other regulations have resulted in
operational, regulatory and/or business risk.

We have diversified our business so that we are not dependent on volatility or
transaction activity in any one asset class. In addition, we have increased our
portion of recurring revenues from 34% in 2014 to 51% in 2022. These recurring
revenues include data services, listings and various mortgage technology
solutions.

Many of the data products we sell and services we provide are required for our
clients' business operations regardless of market volatility or shifts in
business profitability levels. We anticipate that there will continue to be
growth in the financial information services sector driven by a number of global
trends, including the following:

•increasing global regulatory demands;

•greater use of fair value accounting standards and reliance on independent
valuations;

•greater emphasis on risk management;

•market fragmentation driven by regulatory changes;

•the move to passive investing and indexation;

•ongoing growth in the size and diversity of financial markets;

•increased automation of fixed income, mortgage and other less automated
markets;

•the development of new data products;

•the demand for greater data capacity and connectivity;

•new entrants; and

•increasing demand for outsourced services by financial institutions.


We continue to focus on our strategy to grow each of our revenue streams, and
prudently manage expenses, in order to mitigate these uncertainties and to build
on our growth opportunities by leveraging our proprietary data, clearing,
markets and technology solutions.

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Segment Results


Our business is conducted through three reportable business segments: Exchanges,
Fixed Income and Data Services and Mortgage Technology. Segments are discussed
more in detail in "Item 1- Business". While revenues are recorded specifically
in the segment in which they are earned or to which they relate, a significant
portion of our operating expenses are not solely related to a specific segment
because the expenses serve functions that are necessary for the operation of
more than one segment. We directly allocate expenses when reasonably possible to
do so. Otherwise, we use a pro-rata revenue approach as the allocation method
for the expenses that do not relate solely to one segment and serve functions
that are necessary for the operation of all segments. Our segments do not engage
in intersegment transactions.

For details on trends in recent prior-year periods, refer to our 2021 and 2020
Annual Reports on Form 10-K.



Exchanges Segment

The following presents selected statements of income data for our Exchanges
segment (dollars in millions):

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(1) The adjusted figures in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted figures are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.

                                                 Year Ended December 31,                                         Year Ended December 31,
                                                  2022                2021                   Change               2021                2020                   Change
Revenues:
Energy futures and options                   $      1,162          $ 1,236                       (6) %       $      1,236          $ 1,120                        10  %
Agricultural and metals futures and options           235              228                        3                   228              245                        (7)
Financial futures and options                         475              394                       21                   394              357                        10
Futures and options                                 1,872            1,858                        1                 1,858            1,722                         8
Cash equities and equity options                    2,722            2,377                       15                 2,377            2,585                        (8)
OTC and other                                         429              326                       31                   326              296                        10
Transaction and clearing, net                       5,023            4,561                       10                 4,561            4,603              

(1)

Data and connectivity services                        877              838                        5                   838              790                         6
Listings                                              515              479                        7                   479              446                         7
Revenues                                            6,415            5,878                        9                 5,878            5,839                         1
Transaction-based expenses(1)                       2,344            2,022                       16                 2,022            2,208              

(8)

Revenues, less transaction-based expenses           4,071            3,856                        6                 3,856            3,631                         6
Other operating expenses                              968            1,028                       (6)                1,028              965                         6
Depreciation and amortization                         240              244                       (2)                  244              261                        (7)
Acquisition-related transaction and
integration costs                                       1               61                      (99)                   61               16                       287
Operating expenses                                  1,209            1,333                       (9)                1,333            1,242                         7
Operating income                             $      2,862          $ 2,523                       13  %       $      2,523          $ 2,389                         6  %

Recurring revenues                           $      1,392          $ 1,317                        6  %       $      1,317          $ 1,236                         7  %
Transaction revenues, net                    $      2,679          $ 2,539                        6  %       $      2,539          $ 2,395                         6  %

(1)Transaction-based expenses are largely attributable to our cash equities and
options business.


Exchanges Revenues

Our Exchanges segment includes transaction and clearing revenues from our
futures and NYSE exchanges, related data and connectivity services, and our
listings business. Transaction and clearing revenues consist of fees collected
from derivatives, cash equities and equity options trading and derivatives
clearing, and are reported on a net basis, except for the NYSE transaction-based
expenses discussed below. Rates per-contract, or RPC, are driven by the number
of contracts or securities traded and the fees charged per contract, net of
certain rebates. Our per-contract transaction and clearing revenues will depend
upon many factors, including, but not limited to, market conditions, transaction
and clearing volume, product mix, pricing, applicable revenue sharing and market
making agreements, and new product introductions.

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Transaction and clearing revenues are generally assessed on a per-contract basis
and revenues and profitability fluctuate with changes in contract volume and
product mix. We consider data and connectivity services revenues and listings
revenues to be recurring revenues. Our data and connectivity services revenues
are recurring subscription fees related to the various data and connectivity
services that we provide which are directly attributable to our exchange venues.
Our listings revenues are also recurring subscription fees that we earn for the
provision of NYSE listings services for public companies and ETFs, and related
corporate actions for listed companies.

In 2022 and 2021, 18% and 17%, respectively, of our Exchanges segment revenues,
less transaction-based expenses, were billed in pounds sterling or euros. Due to
the fluctuations of the pound sterling and euro compared to the U.S. dollar, our
Exchanges segment revenues, less transaction-based expenses, were lower by
$87 million in 2022 from 2021.

Our exchange transaction and clearing revenues are presented net of rebates. We
recorded rebates of $869 million and $1.0 billion in 2022 and 2021,
respectively. We offer rebates in certain of our markets primarily to support
market liquidity and trading volume by providing qualified participants in those
markets a discount to the applicable commission rate. Such rebates are
calculated based on volumes traded. The decrease in rebates is primarily due to
lower volumes as compared to the prior year and the migration of Sterling
futures rebates into the Sterling Overnight Index Average, or SONIA, and a
change in the pricing and structure of SONIA products.

•Energy Futures and Options: Total energy volume decreased 4% and revenues
decreased 6% in 2022 from 2021.

-Total oil futures and options volume decreased 12% in 2022 from 2021 driven, in
part, by lower Gasoil volumes which are impacted by the uncertainty around
Russian sanctions and the conflict in Ukraine.


-Our global natural gas futures and options volume increased 16% in 2022 from
2021 as 2022 benefited from elevated price volatility related to geopolitical
events, including the conflict in Ukraine.

-Our environmentals and other futures and options volume decreased 12% in 2022
from 2021 with growth in U.S. environmental volumes offset by lower EU
environmental volumes.


•Agricultural and Metals Futures and Options: Total volume in our agricultural
and metals futures and options markets increased 5% and revenues increased 3% in
2022 from 2021. The overall increase in agricultural volumes was due to 2022
benefiting from elevated price volatility and price inflation driving an
increased need to manage risk across our commodity markets.

-Sugar futures and options volumes increased 5% in 2022 from 2021.

-Other agricultural and metal futures and options volumes increased 4% in 2022
from 2021.


•Financial Futures and Options: Total volume increased 2% and revenues increased
21% in our financial futures and options markets in 2022 from 2021. Adjusting
for the transition of the LIBOR-based Sterling contract to the alternative
rate-based SONIA contract, which is half the notional size of the Sterling
contract, total volume in our financial futures and options markets increased
19% in 2022. 2022 benefited from elevated volatility across global markets
driven by geopolitical events, central bank activity and inflationary concerns.

-Interest rate futures and options volume decreased 1% and revenue increased
23%, respectively, in 2022 from 2021. Adjusting for the transition of the
LIBOR-based Sterling contract to the alternative rate-based SONIA contract,
which is half the notional size of the Sterling contract, interest rate volumes
increased 20% in 2022 from 2021 driven by interest rate volatility and increased
speculation of central bank activity due to inflation concerns. Interest rate
futures and options revenues were $292 million and $237 million in 2022 and
2021, respectively.

-Other financial futures and options volume, which includes our MSCI®, FTSE® and
NYSE FANG+ equity index products, increased 15% and revenue increased 16% in
2022 from 2021. 2022 benefited from elevated volatility across global equity
markets driven by geopolitical events, central bank activity and inflationary
concerns. Other financial futures and options revenues were $183 million and
$157 million in 2022 and 2021, respectively.

•Cash Equities and Equity Options: Cash equities volume increased 4% in 2022
from 2021 due to higher market volumes driven by elevated volatility related to
inflationary, recessionary and geopolitical concerns. Cash equities revenues,
net of transaction-based expenses, were $275 million and $246 million in 2022
and 2021, respectively. Equity options volume increased 6% in 2022 from 2021
driven by increased participation and higher market share.

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Equity options revenues, net of transaction-based expenses, were $103 million
and $109 million in 2022 and 2021, respectively.


•OTC and Other: OTC and other transactions include revenues from our OTC energy
business and other trade confirmation services, as well as interest income on
certain clearing margin deposits, regulatory penalties and fines, fees for use
of our facilities, regulatory fees charged to member organizations of our U.S.
securities exchanges, designated market maker service fees, exchange membership
fees and agricultural grading and certification fees. Our OTC and other revenues
increased 31% in 2022 from 2021 primarily due to an increase in interest income
on clearing margin deposits. Following the October 2021 Bakkt transaction, Bakkt
revenues are no longer included within our OTC and other revenues.

•Data and Connectivity Services: Our data and connectivity services revenues
increased 5% in 2022 from 2021. The increase in revenue was driven by the strong
retention rate of existing customers, the addition of new customers and
increased purchases by existing customers.

•Listings Revenues: Through NYSE, NYSE American and NYSE Arca, we generate
listings revenue related to the provision of listings services for public
companies and ETFs, and related corporate actions for listed companies. Listings
revenues increased 7% in 2022 from 2021, driven by the full impact of strong
equity capital markets activity in 2021.

Listings revenues in our securities markets arise from fees applicable to
companies listed on our cash equities exchanges- original listing fees and
annual listing fees. Original listing fees consist of two components: initial
listing fees and fees related to corporate actions. Initial listing fees,
subject to a minimum and maximum amount, are based on the number of shares that
a company initially lists. All listings fees are billed upfront and the
identified performance obligations are satisfied over time. Revenue related to
the investor relations performance obligation is recognized ratably over the
period these services are provided, with the remaining revenue recognized
ratably over time as customers continue to list on our exchanges.

In addition, we earn corporate actions-related listing fees in connection with
actions involving the issuance of new shares, such as stock splits, rights
issues and sales of additional securities, as well as mergers and acquisitions.
Listings fees related to other corporate actions are considered contract
modifications of our listing contracts and are recognized ratably over time as
customers continue to list on our exchanges.

In 2022, NYSE listed over $345 billion in total market value from IPOs,
including three of the top five operating company IPOs defined by offering
proceeds raised, follow-on offerings and over 30 transfers from competing
exchanges, an increase of 56% from $221 billion raised in 2021.

Selected Operating Data


Management considers volume metrics when making financial and operating
decisions, and believes volumes are useful for management and investors in
understanding the performance of our exchanges business. The following charts
and tables present trading activity in our futures and options markets by
commodity type based on the total number of contracts traded, as well as futures
and options rate per contract (in millions, except for percentages and rate per
contract amounts):










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Volume and Rate per Contract

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                                                  Year Ended                                          Year Ended
                                                  December 31,                                        December 31,
                                              2022            2021             Change             2021            2020              Change
Number of contracts traded (in millions):
Energy futures and options                     753             782                 (4) %           782             773                     1  %
 Agricultural and metals futures and
options                                        102              98                  5  %            98             108                   (10) %
Financial futures and options                  646             634                  2  %           634             619                     2  %
Total                                        1,501           1,514                 (1) %         1,514           1,500                     1  %

                                                  Year Ended                                          Year Ended
                                                  December 31,                                        December 31,
                                              2022            2021             Change             2021            2020              Change
Average Daily Volume of contracts traded
(in thousands):
Energy futures and options                   3,000           3,103                 (3) %         3,103           3,054                     2  %
 Agricultural and metals futures and
options                                        407             388                  5  %           388             428                    (9) %
Financial futures and options                2,524           2,475                  2  %         2,475           2,409                     3  %
Total                                        5,931           5,966                 (1) %         5,966           5,891                     1  %

                                                  Year Ended                                          Year Ended
                                                  December 31,                                        December 31,
Rate per contract:                            2022            2021             Change             2021            2020              Change
Energy futures and options                 $  1.54          $ 1.58                 (2) %       $  1.58          $ 1.45                     9  %
Agricultural and metals futures and
options                                    $  2.30          $ 2.34                 (2) %       $  2.34          $ 2.27                     3  %
Financial futures and options              $  0.73          $ 0.61                 19  %       $  0.61          $ 0.57                     7  %


Open interest is the aggregate number of contracts (long or short) that clearing
members hold either for their own account or on behalf of their clients. Open
interest refers to the total number of contracts that are currently "open," - in
other words, contracts that have been entered into but not yet liquidated by
either an offsetting trade, exercise, expiration or assignment. Open interest is
also a measure of the future activity remaining to be closed out in terms of the
number of contracts that members and their clients continue to hold in the
particular contract and by the number of contracts held for each contract month
listed by the exchange. The following charts and table present our year-end open
interest for our futures and options contracts (in thousands, except for
percentages):


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                                             As of December 31,                                                As of December 31,
                                        2022                     2021               Change                2021                     2020               Change
Open interest - in thousands of
contracts:
Energy futures and options              42,524                  40,317                    5  %            40,317                  40,073                   1  %
Agricultural and metals futures
and options                              3,881                   3,763                    3  %             3,763                   3,608                   4  %
Financial futures and options           20,342                  23,942                  (15) %            23,942                  27,535                 (13) %
Total                                   66,747                  68,022                   (2) %            68,022                  71,216                  (4) %



The following charts and tables present selected cash and equity options trading
data. All trading volume below is presented as average net daily trading volume,
or ADV, and is single counted:
[[Image Removed: ice-20221231_g21.jpg]][[Image Removed: ice-20221231_g22.jpg]][[Image Removed: ice-20221231_g23.jpg]][[Image Removed: ice-20221231_g24.jpg]]
                                       54

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                                           Year Ended December 31,                                           Year Ended December 31,
                                         2022                   2021                Change                 2021                    2020                 Change
NYSE cash equities (shares in
millions):
Total cash handled volume                   2,409                 2,317                   4  %                2,317                  2,466                    (6) %
Total cash market share matched              19.9  %               19.9  %                -                    19.9  %                22.1  %           

(2.3) pts


NYSE equity options (contracts in
thousands):
NYSE equity options volume                  7,621                 7,162                   6  %                7,162                  5,101                    40  %
Total equity options volume                38,244                37,170                   3  %               37,170                 27,685                    34  %
 NYSE share of total equity
options                                      19.9  %               19.3  %             0.6 pts                 19.3  %                18.4  %               0.8 pts

Revenue capture or rate per
contract:
Cash equities rate per contract
(per 100 shares)                              $0.045                $0.042                8  %                  $0.042                 $0.044                 (5) %
Equity options rate per contract               $0.05                 $0.06               (9) %                   $0.06                  $0.08           

(23) %



Handled volume represents the total number of shares of equity securities, ETFs
and crossing session activity internally matched on our exchanges or routed to
and executed on an external market center. Matched volume represents the total
number of shares of equity securities, ETFs and crossing session activity
executed on our exchanges.

Transaction-Based Expenses


Our equities and equity options markets pay fees to the SEC pursuant to
Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as
a component of transaction and clearing fee revenue. These Section 31 fees are
assessed to recover the government's costs of supervising and regulating the
securities markets and professionals and are subject to change. We, in turn,
collect corresponding activity assessment fees from member organizations
clearing or settling trades on the equities and options exchanges, and recognize
these amounts in our transaction and clearing revenues when invoiced. The
activity assessment fees are designed to equal the Section 31 fees. As a result,
activity assessment fees and the corresponding Section 31 fees do not have an
impact on our net income, although the timing of payment by us will vary from
collections. Section 31 fees were $499 million and $248 million in 2022 and
2021, respectively. The increase in Section 31 fees was primarily due to an
increase in rates. The fees we collect are included in cash at the time of
receipt and we remit the amounts to the SEC semi-annually as required. The total
amount is included in accrued liabilities and was $223 million as of
December 31, 2022.

We make liquidity payments to cash and options trading customers, as well as
routing charges made to other exchanges which are included in transaction-based
expenses. We incur routing charges when we do not have the best bid or offer in
the market for a security that a customer is trying to buy or sell on one of our
securities exchanges. In that case, we route the customer's order to the
external market center that displays the best bid or offer. The external market
center charges us a fee per share (denominated in tenths of a cent per share)
for routing to its system. We record routing charges on a gross basis as a
component of transaction and clearing fee revenue. Cash liquidity payments,
routing and clearing fees were $1.8 billion in both 2022 and 2021.

Operating Expenses, Operating Income and Operating Margin


The following chart summarizes our Exchanges segment's operating expenses,
operating income and operating margin (dollars in millions). See "- Consolidated
Operating Expenses" below for a discussion of the significant changes in our
operating expenses.

Exchanges Segment:                            Year Ended December 31,                                           Year Ended December 31,
                                            2022                    2021                 Change               2021                    2020                 Change
Operating expenses                     $    1,209                $ 1,333                     (9) %       $    1,333                $ 1,242                       7  %
Adjusted operating expenses(1)         $    1,142                $ 1,201                     (5) %       $    1,201                $ 1,145                       5  %
Operating income                       $    2,862                $ 2,523                     13  %       $    2,523                $ 2,389                       6  %
Adjusted operating income(1)           $    2,929                $ 2,655                     10  %       $    2,655                $ 2,486                       7  %
Operating margin                               70    %                65   %                 5 pts               65    %                66   %                 (1 pt)
Adjusted operating margin(1)                   72    %                69   %                 3 pts               69    %                68   %                   1 pt



(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted numbers are not
calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.

                                       55

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Fixed Income and Data Services Segment

The following charts and table present our selected statements of income data
for our Fixed Income and Data Services segment (dollars in millions):

                    [[Image Removed: ice-20221231_g25.jpg]]

[[Image Removed: ice-20221231_g26.jpg]][[Image Removed: ice-20221231_g27.jpg]][[Image Removed: ice-20221231_g28.jpg]][[Image Removed: ice-20221231_g29.jpg]]





(1) The adjusted figures in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted numbers are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.


                                       56

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                                             Year Ended December 31,                                         Year Ended December 31,
                                              2022                2021                   Change               2021                2020                Change
Revenues:
Fixed income execution                   $        101          $    52                       96  %       $         52          $    70                   (25) %
CDS clearing                                      305              192                       59                   192              208                    (8)
Fixed income data and analytics                 1,098            1,082                        1                 1,082            1,018                     6
Fixed income and credit                         1,504            1,326                       13                 1,326            1,296                     2
Other data and network services                   588              557                        6                   557              514                     8
Revenues                                        2,092            1,883                       11                 1,883            1,810                     4
Other operating expenses                        1,023            1,012                        1                 1,012              967                     5
Acquisition-related transaction and
integration costs                                   1                1                      (20)                    1                -                  

195

Depreciation and amortization                     349              341                        2                   341              351                    (3)
Operating expenses                              1,373            1,354                        1                 1,354            1,318                     3
Operating income                         $        719          $   529                       36  %       $        529          $   492                     7  %

Recurring revenues                       $      1,686          $ 1,639                        3  %       $      1,639          $ 1,532                     7  %
Transaction revenues                     $        406          $   244                       66  %       $        244          $   278                   (12) %


In the table above, we consider fixed income data and analytics revenues and
other data and network services revenues to be recurring revenues.


In 2022 and 2021, 11% and 14%, respectively, of our Fixed Income and Data
Services segment revenues were billed in pounds sterling or euros. As the pound
sterling or euro exchange rate changes, the U.S. equivalent of revenues
denominated in foreign currencies changes accordingly. Due to the fluctuations
of the pound sterling and euro compared to the U.S. dollar during 2022, our
Fixed Income and Data Services revenues were lower by $28 million in 2022 than
in 2021.

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased 11% in 2022 from 2021
primarily due to strength in our fixed income execution and CDS clearing
businesses due to elevated volatility across global markets driven by
geopolitical events, central bank activity and inflationary concerns.


•Fixed Income Execution: Fixed income execution includes revenues from ICE
Bonds. Execution fees are reported net of rebates, which were nominal in 2022
and 2021. Our fixed income execution revenues increased 96% in 2022 from 2021
due to elevated volatility across global markets driven by geopolitical events,
central bank activity and inflationary concerns.

•CDS Clearing: CDS clearing revenues increased 59% in 2022 from 2021. The
notional value of CDS cleared was $23.8 trillion and $17.0 trillion in 2022 and
2021, respectively. The increases in the notional value of CDS cleared were
primarily driven by heightened volatility related to geopolitical events and
inflationary concerns.

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues
increased 1% in 2022 from 2021. The increase in revenues was due to strength in
our index business during the first half of 2022 and continued growth in our
pricing and reference data business driven by the strong retention rate of
existing customers, the addition of new customers, and increased purchases by
existing customers. This was partially offset by unfavorable foreign exchange
effects arising from fluctuations of the U.S. dollar as compared to 2021.

•Other Data and Network Services: Our other data and network services revenues
increased 6% in 2022 from 2021. The increase in revenues was driven primarily by
growth in our ICE Global Network offering, coupled with increased demand and
strong retention in our consolidated feeds business, and strength in our
derivatives analytics and desktop revenues.

Annual Subscription Value, or ASV, represents, at a point in time, the data
services revenues, which includes Fixed Income Data and Analytics as well as
other data and network services, subscribed for the succeeding 12 months. ASV
does not include new sales, contract terminations or price changes that may
occur during that 12-month period. However, while it is an indicative
forward-looking metric, it does not provide a precise growth forecast of the
next 12 months of data

                                       57
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services revenues. Management considers ASV metrics when making financial and
operating decisions, and believes ASV is useful for management and investors in
understanding our data services business performance.

As of December 31, 2022, ASV was $1.682 billion, which increased 2.2% compared
to the ASV as of December 31, 2021. ASV represents nearly 100% of total data
services revenues for this segment. This does not adjust for year-over-year
foreign exchange fluctuations.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our Fixed Income and Data Services segment’s
operating expenses, operating income and operating margin (dollars in millions).
See “- Consolidated Operating Expenses” below for a discussion of the
significant changes in our operating expenses.


Fixed Income and Data Services
Segment:                                      Year Ended December 31,                                           Year Ended December 31,
                                            2022                    2021                 Change               2021                    2020                 Change
Operating expenses                     $    1,373                $ 1,354                      1  %       $    1,354                $ 1,318                       3  %
Adjusted operating expenses(1)         $    1,193                $ 1,174                      2  %       $    1,174                $ 1,119                       5  %
Operating income                       $      719                $   529                     36  %       $      529                $   492                       7  %
Adjusted operating income(1)           $      899                $   709                     27  %       $      709                $   691                       3  %
Operating margin                               34    %                28   %                 6 pts               28    %                27   %                   1 pt
Adjusted operating margin(1)                   43    %                38   %                 5 pts               38    %                38   %                      -




(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted figures are not
calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.

                                       58

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Mortgage Technology Segment

The following charts and table present our selected statements of income data
for our Mortgage Technology segment (dollars in millions):

[[Image Removed: ice-20221231_g30.jpg]] *Other revenues were $19 million and
data and analytics revenues were $22 million in 2020.

[[Image Removed: ice-20221231_g31.jpg]][[Image Removed: ice-20221231_g32.jpg]][[Image Removed: ice-20221231_g33.jpg]][[Image Removed: ice-20221231_g34.jpg]]




(1) The adjusted figures in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted figures are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.

                                       59

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                                                 Year Ended December 31,                                            Year Ended December 31,
                                                  2022                2021                      Change                2021               2020               Change
Revenues:
Origination technology                                758               971                        (22) %                 971             316                  208  %
Closing solutions                                     229               310                        (26)                   310             238                   30
Data and analytics                                     90                73                         24                     73              22                  226
Other                                                  52                53                         (3)                    53              19                  185
Revenues                                            1,129             1,407                        (20)                 1,407             595                  137
Other operating expenses                              539               546                         (1)                   546             215                  154
Acquisition-related transaction and
integration costs                                      91                40                        130                     40              89                  (56)
Depreciation and amortization                         442               424                          4                    424             139                  205
Operating expenses                                  1,072             1,010                          6                  1,010             443                  128
Operating income                            $          57          $    397                        (86) %       $         397          $  152                  162  %

Recurring revenues                          $         643          $    553                         16  %       $         553          $  155                  256  %
Transaction revenues                        $         486          $    854                        (43) %       $         854          $  440                   94  %

In the table above, we consider subscription fee and certain other revenues to
be recurring revenues. Each revenue classification above contains a mix of
recurring and transaction revenues, based on the various service offerings
described in more detail below.

Mortgage Technology Revenues


Our mortgage technology revenues are derived from our comprehensive U.S.
residential mortgage platform. Our mortgage technology business is intended to
enable greater workflow efficiency for customers focused on originating U.S.
residential mortgage loans. Mortgage technology revenues decreased $278 million
or 20% in 2022 from 2021 primarily due to lower mortgage origination volumes
driven by rising interest rates.

•Origination technology: Our origination technology revenues decreased 22% in
2022 from 2021 due to lower transaction-based revenues as mortgage origination
volumes declined during 2022. Our origination technology acts as a system of
record for the mortgage transaction, automating the gathering, reviewing, and
verifying of mortgage-related information and enabling automated enforcement of
rules and business practices designed to help ensure that each completed loan
transaction is of high quality and adheres to secondary market standards. These
revenues are based on recurring Software as a Service, or SaaS, subscription
fees, with an additive transaction-based or success-based pricing fee as lenders
exceed the number of loans closed that are included with their monthly base
subscription.

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

•Closing solutions: Our closing solutions revenues decreased 26% in 2022 from
2021 due to lower mortgage origination volumes. Our closing solutions connect
key participants, such as lenders, title and settlement agents and individual
county recorders, to digitize the closing and recording process. Closing
solutions also include revenues from our MERSCORP Holdings, Inc., or MERS
database, which provides a system of record for recording and tracking changes
and servicing rights and beneficial ownership interests in loans secured by U.S.
residential real estate. Revenues from closing solutions are largely
transaction-based and are based on the volume of loans closed.

•Data and Analytics: Our Data and Analytics revenues increased 24% in 2022 from
2021 due to the addition of new customers in our Automation, Intelligence,
Quality, or AIQ, and data businesses. Revenues include those related to ICE
Mortgage Technology's AIQ offering, which applies machine learning to the entire
loan origination process, offering customers greater efficiency by streamlining
data collection and validation through our automated document recognition and
data extraction capabilities. AIQ revenues can be both recurring and
transaction-based in nature. In addition, our data offerings include real-time
industry and peer benchmarking tools, which provide originators a granular view
into the real-time trends of the U.S. residential mortgage market. We also
provide a Data as a Service, or DaaS, offering through private data clouds for
lenders to access their own data and origination information. Revenues related
to our data products are largely subscription-based and recurring in nature.

                                       60

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•Other: Other revenues decreased 3% in 2022 from 2021 due to lower professional
services and non-mortgage consumer engagement revenue. Other revenues include
professional services fees, as well as revenues from ancillary products. Other
revenues can be both recurring and transaction-based in nature.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our Mortgage Technology segment’s operating
expenses, operating income and operating margin (dollars in millions). See
“- Consolidated Operating Expenses” below for a discussion of the significant
changes in our operating expenses.

Mortgage Technology Segment:                   Year Ended December 31,                                          Year Ended December 31,
                                             2022                    2021                  Change                 2021               2020                 Change
Operating expenses                      $    1,072                $ 1,010                        6  %       $     1,010            $ 443                      128  %
Adjusted operating expenses(1)          $      618                $   602                        3  %       $       602            $ 231                      160  %
Operating income                        $       57                $   397                      (86) %       $       397            $ 152                      162  %
Adjusted operating income(1)            $      511                $   805                      (37) %       $       805            $ 364                      122  %
Operating margin                                 5    %                28   %                (23 pts)                28    %          25   %                   3 pts
Adjusted operating margin(1)                    45    %                57   %                (12 pts)                57    %          61   %                 (4 pts)



(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted numbers are not
calculated in accordance with GAAP. See “- Non-GAAP Financial Measures”

                                       61

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Consolidated Operating Expenses


The following presents our consolidated operating expenses (dollars in
millions):


                    [[Image Removed: ice-20221231_g35.jpg]]


                                                      Year Ended                                              Year Ended
                                                       December 31,                                            December 31,
                                                  2022             2021                Change             2021             2020             Change
Compensation and benefits                      $ 1,407          $ 1,462                    (4) %       $ 1,462          $ 1,188                 23  %
Professional services                              131                 159                (17)             159                 144              10
Acquisition-related transaction and
integration costs                                   93                 102                 (9)             102                 105              (3)
Technology and communication                       683                 666                  2              666                 549              21
Rent and occupancy                                  83                  84                 (1)              84                  81               3
Selling, general and administrative                226                 215                  5              215                 185              16
Depreciation and amortization                    1,031               1,009                  2            1,009                 751              34
Total operating expenses                       $ 3,654          $ 3,697                    (1) %       $ 3,697          $ 3,003                 23  %


                                       62
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The majority of our operating expenses do not vary directly with changes in our
volume and revenues, except for certain technology and communication expenses,
including data acquisition costs, licensing and other fee-related arrangements
and a portion of our compensation expense that is tied directly to our data
sales or overall financial performance.

We expect our operating expenses to increase in absolute terms in future periods
in connection with the growth of our business, and to vary from year-to-year
based on the type and level of our acquisitions, integration of acquisitions,
and other investments.

In 2022 and 2021, 9% and 10%, respectively, of our operating expenses were
incurred in pounds sterling or euros. Due to fluctuations in the U.S. dollar
compared to the pound sterling and euro, our consolidated operating expenses
were $38 million lower in 2022 than in 2021. See Item 7(A) "- Quantitative and
Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk"
below for additional information.

Compensation and Benefits Expenses


Compensation and benefits expense is our most significant operating expense and
includes non-capitalized employee wages, bonuses, non-cash or stock
compensation, certain severance costs, benefits and employer taxes. The bonus
component of our compensation and benefits expense is based on both our
financial performance and individual employee performance. The performance-based
restricted stock compensation expense is also based on our financial
performance. Therefore, our compensation and benefits expense will vary
year-to-year based on our financial performance and fluctuations in our number
of employees. The below chart summarizes the significant drivers of our
compensation and benefits expense results for the periods presented (dollars in
millions, except employee headcount).

                                            Year Ended December 31,
                                                2022                  2021          Change
Employee headcount                          8,911                    8,858             1  %
Stock-based compensation expenses   $         149                   $  155  

(4) %

Employee headcount increased in 2022 from 2021 primarily due to recent
acquisitions and a shift to move certain costs in-house, primarily in India.


Compensation and benefits expense decreased $55 million in 2022 from 2021
primarily due to $54 million in expenses related to Bakkt prior to
deconsolidation in 2021. Compensation expense includes higher costs from
increased headcount, annual merit increases and other related costs, offset by
lower bonus expense in 2022 due to lower target performance as compared to the
above-target performance in 2021. Stock-based compensation expenses decreased in
2022 due to the deconsolidation of Bakkt and lower target performance in 2022 as
compared to the above-target performance in 2021.

Professional Services Expenses


Professional services expense includes fees for consulting services received on
strategic and technology initiatives, temporary labor, as well as regulatory,
legal and accounting fees, and may fluctuate as a result of changes in our use
of these services in our business.

Professional services expenses decreased $28 million in 2022 from 2021 primarily
due to lower regulatory and litigation expenses, lower consulting expenses
related to bringing certain mortgage technology-related costs in-house, and
$13 million in expenses recorded at Bakkt in 2021 prior to deconsolidation.

Acquisition-Related Transaction and Integration Costs

In 2022, we incurred $93 million in acquisition-related transaction costs
primarily due legal and consulting expenses related to our pending acquisition
of Black Knight and our integration of Ellie Mae.


We expect to continue to explore and pursue various potential acquisitions and
other strategic opportunities to strengthen our competitive position and support
our growth. As a result, we may incur acquisition-related transaction costs in
future periods.

                                       63
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Technology and Communication Expenses


Technology support services consist of costs for running our wholly-owned data
centers, hosting costs paid to third-party data centers, and maintenance of our
computer hardware and software required to support our technology and
cybersecurity. These costs are driven by system capacity, functionality and
redundancy requirements. Communication expenses consist of costs for network
connections for our electronic platforms and telecommunications costs.

Technology and communications expense also includes fees paid for access to
external market data, licensing and other fee agreement expenses. Technology and
communications expenses may be impacted by growth in electronic contract volume,
our capacity requirements, changes in the number of telecommunications hubs and
connections with customers to access our electronic platforms directly.

Technology and communications expenses increased by $17 million in 2022 from
2021, primarily due to increased hardware and software support costs, increased
hosting costs and increased data services costs, partially offset by $11 million
in expenses in 2021 related to Bakkt prior to deconsolidation.

Rent and Occupancy Expenses


Rent and occupancy expense relates to leased and owned property and includes
rent, maintenance, real estate taxes, utilities and other related costs. We have
significant operations located in the U.S., U.K., and India, with smaller
offices located throughout the world.

Rent and occupancy expenses included decreased rent expense in 2022 from 2021
due to office closures, and expenses in 2021 related to Bakkt prior to
deconsolidation. These costs were partially offset by higher costs related to
utilities, repairs and maintenance as more employees returned to the office. See
Item 2 "- Properties" above for additional information regarding our leased and
owned property.

Selling, General and Administrative Expenses


Selling, general and administrative expenses include marketing, advertising,
public relations, insurance, bank service charges, dues and subscriptions,
travel and entertainment, non-income taxes and other general and administrative
costs.

Selling, general and administrative expenses increased in 2022 from 2021,
primarily due to increased marketing expenses related to additional branding
efforts and increased travel and entertainment expenses compared to suppressed
travel demand in 2021 as a result of COVID-19. These were partially offset by
$19 million in expenses related to Bakkt in 2021 prior to deconsolidation.

Depreciation and Amortization Expenses


Depreciation and amortization expense results from depreciation of long-lived
assets such as buildings, leasehold improvements, aircraft, hardware and
networking equipment, software, furniture, fixtures and equipment over their
estimated useful lives. This expense includes amortization of intangible assets
obtained in our acquisitions of businesses, as well as on various licensing
agreements, over their estimated useful lives. Intangible assets subject to
amortization consist primarily of customer relationships, trading products with
finite lives and technology. This expense also includes amortization of
internally-developed and purchased software over its estimated useful life.

We recorded amortization expenses on intangible assets acquired as part of our
acquisitions, as well as on other intangible assets, of $610 million and
$622 million in 2022 and 2021, respectively.

We recorded depreciation expenses on our fixed assets of $421 million and
$387 million in 2022 and 2021, respectively. The increase in 2022 over 2021 was
primarily due to an increase in internally developed software assets at ICE
Mortgage Technology.

                                       64

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Consolidated Non-Operating Income/(Expense)


Income and expenses incurred through activities outside of our core operations
are considered non-operating. The following tables present our non-operating
income/(expenses) (dollars in millions):

                                                    Year Ended                                               Year Ended
                                                   December 31,                                             December 31,
                                              2022              2021                Change              2021            2020              Change
Other income/(expense):
Interest income                            $    108          $     1                       n/a       $     1          $   10                  (93) %
Interest expense                               (616)            (423)                    46             (423)           (357)                  19
Other income/(expense), net                  (1,322)           2,671                       n/a         2,671              80                     n/a

Total other income/(expense), net $ (1,830) $ 2,249

                n/a       $ 2,249          $ (267)                    n/a

Net income attributable to non-controlling
interest                                   $    (52)         $   (11)                   383  %       $   (11)         $  (19)                 (44) %


Interest Income

Interest income increased in 2022 from 2021 primarily due to an increase in
short-term interest rates combined with larger investment balances. Interest
income in 2022 includes $76 million in interest income recognized in connection
with the short-term investments related to the $5.0 billion of SMR Notes (as
defined in "Liquidity and Capital Resources- Debt") for the Black Knight
acquisition and the remainder primarily relates to interest on the restricted
cash balances held within our regulated entities.

Interest Expense


Interest expense increased in 2022 from 2021 primarily due to $135 million in
interest expense in 2022 related to the Black Knight acquisition-related-debt,
$30 million in costs associated with our May 2022 debt refinancing as well as
higher bond coupons associated with the re-financing of our existing debt. See
"- Debt" below.

Other income/(expense), net

Our equity method investments include OCC and Bakkt, among others. We recognized
($1.3 billion) and ($42 million) during 2022 and 2021, respectively, of our
share of estimated equity method investment losses, net, and impairment charges,
which are included in other income/(expense). In 2022, after recording our share
of Bakkt's equity method losses, which included Bakkt's impairment charge, we
recorded an impairment charge on our investment in Bakkt to its fair value as
other expense. This was based on what we consider to be an other-than-temporary
decline in fair value as a result of several factors, including consideration of
the impairment charge recorded by Bakkt (see Notes 3 and 4 to our consolidated
financial statements). The estimated losses and impairment during 2022 and 2021
are primarily related to our investment in Bakkt. These are partially offset by
the estimated profits related to our investment in OCC. Both 2022 and 2021
include adjustments to reflect the difference between reported prior period
actual results from our original estimates.

During 2021, Bakkt completed its merger with VIH, as a result of which we
retained an approximate 68% economic interest in Bakkt, and we recorded a gain
of $1.4 billion as other income upon our deconsolidation of Bakkt. Following the
merger, we show our economic interest share of estimated Bakkt profits/(losses)
as equity earnings, which are also included in other income (expense), net. We
recorded other expense of ($92 million) related to our Bakkt investment for the
post-merger period during 2021.

During 2021, Coinbase completed an IPO and we sold our investment in Coinbase
for $1.2 billion, and recorded a gain of $1.2 billion as other income.


During 2022, we recorded a $9 million accrual for legal settlements as other
expense. During 2021, we recorded a gain of $7 million related to the settlement
of an acquisition-related indemnification claim from a prior acquisition as
other income. In addition, we accrued approximately $16 million related to a
legal settlement.

We completed the sale of our Euroclear stake on May 20, 2022. The carrying value
of our investment was $700 million at the time of the sale. We recorded a net
gain of $41 million on the sale, which is included in other income during 2022.
We did not receive a Euroclear dividend during the 2022 prior to the sale of our
investment.

                                       65
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We incurred foreign currency transaction losses of $9 million and $13 million in
2022 and 2021, respectively. This was primarily attributable to the fluctuations
of the pound sterling and euro relative to the U.S. dollar. Foreign currency
transaction gains and losses are recorded in other income/(expense), net, when
the settlement of foreign currency assets, liabilities and payables occur in
non-functional currencies and there is an increase or decrease in the period-end
foreign currency exchange rates between periods. See Item 7A "- Quantitative and
Qualitative Disclosures About Market Risk -Foreign Currency Exchange Rate Risk"
included elsewhere in this Annual Report for more information on these items.

In connection with Accounting Standards Update, or ASU, 2017-07, Compensation
Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and
Net Periodic Postretirement Benefit Cost, or ASU 2017-07, we are recognizing the
other components of net benefit cost of our defined benefit plans in the income
statement as non-operating income on a full retrospective basis. The combined
net periodic expense of these plans was $2 million and $3 million in 2022 and
2021, respectively.

Non-controlling Interest

For consolidated subsidiaries in which our ownership is less than 100%, and for
which we have control over the assets, liabilities and management of the entity,
the outside stockholders' interests are shown as non-controlling interests. As
of December 31, 2022, our non-controlling interests include those related to the
non-ICE limited partners' interest in our CDS clearing subsidiaries and
non-controlling interest in ICE Futures Abu Dhabi. During 2021 we received a
contribution from a group of minority investors for a non-controlling interest
in ICE Futures Abu Dhabi. Prior to completion of the Bakkt transaction on
October 15, 2021, our non-controlling interest also included the redeemable
non-controlling interest of the non-ICE partners in Bakkt. On October 15, 2021,
Bakkt completed its merger with VIH and as of December 31, 2021, we no longer
held redeemable non-controlling interest related to Bakkt. Refer to Note 3 to
our consolidated financial statements contained elsewhere in this Annual Report.

Consolidated Income Tax Provision


Consolidated income tax expense was $310 million and $1.6 billion in 2022 and
2021, respectively. The change in consolidated income tax expense between years
is primarily due to the tax impact of changes in our pre-tax income and the
changes in our effective tax rate. The consolidated income tax expense for 2021
was elevated due to the tax expense associated with the gains resulting from our
Coinbase and Bakkt transactions.

Our effective tax rate was 17% and 29% in 2022 and 2021, respectively. The
effective tax rate for 2022 is lower than the effective tax rate for 2021
primarily due to the deferred income tax benefit from the impairment to our
equity method investment in Bakkt in 2022 and deferred income tax expenses from
the U.K. tax law changes in 2021. In 2021, the U.K. enacted a corporate income
tax rate increase from 19% to 25% effective April 1, 2023.

See Note 13 to our consolidated financial statements and related notes, which
are included in this Annual Report, for additional information on these tax
items.

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Liquidity and Capital Resources


Below are charts that reflect our outstanding debt and capital allocation. The
acquisition and integration costs in the chart below include cash paid for
acquisitions, net of cash received for divestitures, cash paid for equity and
equity method investments, cash paid for non-controlling interest and redeemable
non-controlling interest, and acquisition-related transaction and integration
costs, in each year.

[[Image Removed: ice-20221231_g36.jpg]][[Image Removed: ice-20221231_g37.jpg]][[Image Removed: ice-20221231_g38.jpg]]
[[Image Removed: ice-20221231_g39.jpg]][[Image Removed: ice-20221231_g40.jpg]][[Image Removed: ice-20221231_g41.jpg]][[Image Removed: ice-20221231_g42.jpg]]
We have financed our operations, growth and cash needs primarily through income
from operations and borrowings under our various debt facilities. Our principal
capital requirements have been to fund capital expenditures, working capital,
strategic acquisitions and investments, stock repurchases, dividends and the
development of our technology platforms. We believe that our cash on hand and
cash flows from operations will be sufficient to repay our outstanding debt, but
we

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may also need to incur additional debt or issue additional equity securities in
the future. See “- Future Capital Requirements” below.

See “- Cash Flow” below for a discussion of our capital expenditures and
capitalized software development costs.


Consolidated cash and cash equivalents were $1.8 billion and $607 million as of
December 31, 2022 and 2021, respectively. We had $6.6 billion and $1.4 billion
in short-term and long-term restricted cash and cash equivalents as of
December 31, 2022 and 2021, respectively, the increase of which is related to
the restricted $5.0 billion of SMR Notes intended to be used to finance the
Black Knight acquisition. We had $142.0 billion and $145.9 billion of cash and
cash equivalent margin deposits and guaranty funds as of December 31, 2022 and
2021, respectively.

As of December 31, 2022, the amount of unrestricted cash held by our non-U.S.
subsidiaries was $502 million. Due to U.S. tax reform, the majority of our
foreign earnings since January 1, 2018 have been subject to immediate U.S.
income taxation, and the existing non-U.S. unrestricted cash balance can be
distributed to the U.S. in the future with no material additional income tax
consequences.

Our cash and cash equivalents and financial investments are managed as a global
treasury portfolio of non-speculative financial instruments that are readily
convertible into cash, such as overnight deposits, term deposits, money market
funds, mutual funds for treasury investments, short duration fixed income
investments and other money market instruments, thus ensuring high liquidity of
financial assets. We may invest a portion of our cash in excess of short-term
operating needs in investment-grade marketable debt securities, including
government or government-sponsored agencies and corporate debt securities. As of
December 31, 2022, we held $1 million of unrestricted cash that was set aside
for legal, regulatory and surveillance operations at NYSE.

Cash Flow

The following table presents the major components of net changes in cash and
cash equivalents, and restricted cash and cash equivalents (in millions):


                                                                      Year 

Ended December 31,

                                                              2022             2021              2020
Net cash provided by (used in):
Operating activities                                       $ 3,554          $  3,123          $  2,881
Investing activities                                           677              (786)          (10,361)
Financing activities                                        (1,841)           62,026            26,000

Effect of exchange rate changes                                (23)               (6)                8

Net increase in cash and cash equivalents, restricted cash
and cash equivalents, and cash and cash equivalent margin
deposits and guaranty funds

                                $ 2,367          $ 64,357          $ 18,528


Operating Activities

Net cash provided by operating activities primarily consists of net income
adjusted for certain items, including depreciation and amortization, deferred
taxes, stock-based compensation and the effects of changes in working capital.
The $431 million increase in net cash provided by operating activities in 2022
from 2021 was driven by a $220 million increase in net income, adjusted for
certain noncash operating activities. In 2022, these adjustments also include
the gain on the sale of our Euroclear investment and the net losses and
impairment of our unconsolidated investees. During 2021, these adjustments also
included the gains on the sale of our Coinbase investment and our
deconsolidation of Bakkt. Net income increased in 2022 from 2021 due to higher
revenues of $146 million, driven by our Exchanges and Fixed Income and Data
Services segments, as well as lower expenses, primarily due to the
deconsolidation of Bakkt.

The remaining $211 million increase is due to changes in our working capital and
the timing of various payments and receipts. These changes include higher
Section 31 fees payable of $316 million due to the rate changes determined by
the SEC, offset primarily by timing of various payments and receipts, including
higher interest receivable/payable on the cash and collateral held at our
clearinghouses.

Investing Activities


Consolidated net cash provided by investing activities in 2022 primarily relates
to $7.5 billion of proceeds from the sale of invested margin deposits and
$741 million in proceeds from the sale of our Euroclear investment, partially
offset by $6.9 billion purchases of invested margin deposits, $225 million of
capitalized expenditures, $257 million of software development costs, $73
million for purchases of equity and equity method investments and $59 million
cash paid for acquisitions, net of cash acquired.

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Consolidated net cash used in investing activities in 2021 relates to $5.1
billion purchases of invested margin deposits, $179 million of capitalized
expenditures, $273 million of capitalized software development costs, $117
million for the purchase of an equity method investment and $66 million cash
paid for acquisitions, net of cash acquired, partially offset by $3.7 billion of
proceeds from the sale of invested margin deposits and $1.2 billion in proceeds
from the sale of our Coinbase investment.

The capital expenditures primarily relate to hardware and software purchases to
continue the development and expansion of our electronic platforms, data
services and clearing houses and leasehold improvements. The software
development expenditures primarily relate to the development and expansion of
our electronic trading platforms, data services, mortgage services and clearing
houses.

Financing Activities

Consolidated net cash used in financing activities in 2022 primarily relates to
a $4.5 billion change in our cash and cash equivalent margin deposits and
guaranty fund balances, $2.7 billion in repayments of debt, $1.0 billion in net
repayments under our Commercial Paper Program, $632 million in repurchases of
common stock, $853 million in dividend payments to our stockholders and $73
million in cash payments related to treasury shares received for restricted
stock tax payments and stock options exercises, partially offset by $7.9 billion
in net proceeds from our debt offerings.

Consolidated net cash provided by financing activities in 2021 primarily relates
to an increase in our cash and cash equivalent margin deposits and guaranty fund
balances of $65.7 billion, partially offset by $1.2 billion in repayments of
debt, $1.4 billion in net repayments under our Commercial Paper Program, $250
million in repurchases of common stock, $747 million in dividend payments to
stockholders and $70 million in cash payments related to treasury shares
received for restricted stock tax payments and stock options exercises.

Debt


As of December 31, 2022, we had $18.1 billion in outstanding debt, all of which
relates to our senior notes. We also have $4 million outstanding under credit
lines at our ICE India subsidiaries. As of December 31, 2022, our senior notes
of $18.1 billion had a weighted average maturity of 16 years and a weighted
average cost of 3.6% per annum. We did not have any commercial paper notes
outstanding as of December 31, 2022.

As of December 31, 2021, we had $13.9 billion in outstanding debt, consisting of
$12.9 billion of senior notes, $1.0 billion under our U.S. dollar commercial
paper program, or the Commercial Paper Program, and $10 million under credit
lines at our ICE India subsidiaries. As of December 31, 2021, our senior notes
of $12.9 billion had a weighted average maturity of 15 years and a weighted
average cost of 2.9% per annum. The commercial paper notes had original
maturities ranging from three to 73 days as of December 31, 2021, with a
weighted average interest rate of 0.33% per annum, and a weighted average
remaining maturity of 26 days.

In September 2021, we used the proceeds from commercial paper issuances and cash
on hand to fund the redemption of $1.25 billion aggregate principal amount of
senior floating rate notes due in June 2023, or the Floating Rate Notes. We
delivered a notice of redemption of the Floating Rate Notes to Wells Fargo Bank,
National Association, as trustee, under the indenture governing the Floating
Rate Notes, which was delivered to the holders of the Floating Rate Notes on
September 17, 2021, and they were subsequently redeemed on September 27, 2021.
In connection with this redemption, we recorded $4 million in accelerated
unamortized deferred loan costs, which are included in interest expense in our
consolidated statements of income for 2021.

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit
Facility, pursuant to a credit agreement with Wells Fargo Bank, N.A., as primary
administrative agent, issuing lender and swing-line lender, Bank of America,
N.A., as syndication agent, backup administrative agent and swing-line lender,
and the lenders party thereto. On October 15, 2021, we agreed with the lenders
to extend the maturity date of the Credit Facility to October 15, 2026, among
other items. On May 25, 2022, we agreed with the lenders to extend the maturity
date of the Credit Facility from October 15, 2026, to May 25, 2027, among other
items. As of December 31, 2022, of the $3.9 billion that is currently available
for borrowing under the Credit Facility, $171 million was required to support
certain broker-dealer and other subsidiary commitments. We did not have any
notes outstanding under our Commercial Paper Program, as of December 31, 2022.
Therefore, there was not a required amount to backstop the Commercial Paper
Program. Amounts required to backstop notes outstanding under the Commercial
Paper Program will fluctuate as we increase or decrease our commercial paper
borrowings. The remaining $3.7 billion is available for working capital and
general corporate purposes, including, but not limited to, acting as a backstop
to future increases in the amounts outstanding under the Commercial Paper
Program.

On May 23, 2022, we issued $8.0 billion in aggregate principal amount of new
senior notes, comprised of the following:

•$1.25 billion in aggregate principal amount of 3.65% senior notes due in 2025,
or the 2025 Notes;


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•$1.5 billion in aggregate principal amount of 4.00% senior notes due in 2027,
or the 2027 Notes;

•$1.25 billion in aggregate principal amount of 4.35% senior notes due in 2029,
or the 2029 Notes;

•$1.5 billion in aggregate principal amount of 4.60% senior notes due in 2033,
or the 2033 Notes;

•$1.5 billion in aggregate principal amount of 4.95% senior notes due in 2052,
or the 2052 Notes; and

•$1.0 billion in aggregate principal amount of 5.20% senior notes due in 2062,
or the 2062 Notes, collectively, the Notes.


We intend to use the net proceeds of $4.9 billion from the offering of the 2025
Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes, or collectively, the
SMR Notes, together with the issuance of commercial paper and/or borrowings
under the Credit Facility, cash on hand or other immediately available funds and
borrowings under the Term Loan, discussed below, to finance the cash portion of
the purchase price for Black Knight. The SMR Notes are subject to a special
mandatory redemption feature pursuant to which we will be required to redeem all
of the outstanding SMR Notes at a redemption price equal to 101% of the
aggregate principal amount of the SMR Notes, plus accrued and unpaid interest,
in the event that the Black Knight acquisition is not consummated on or prior to
May 4, 2023 subject to two automatic extensions of three months each, to August
4, 2023 and to November 4, 2023, respectively, if clearance under the HSR Act
(or a restraint under U.S. antitrust laws) remains outstanding and all other
conditions to closing are satisfied (or in the case of conditions that by their
terms are to be satisfied at the closing, are capable of being satisfied if the
closing were to occur on such date) at each extension date, or if the Black
Knight merger agreement is terminated at any time prior to such date. ICE would
then need to secure new financing to close the transaction. There can be no
assurance that the new financing could be secured and if it is secured, the
terms of the new financing may be more expensive to ICE when compared to the
existing financing terms for the $5.0 billion of outstanding notes. The $4.9
billion of net proceeds from the SMR Notes are separately invested and recorded
as short-term restricted cash and cash equivalents in our consolidated balance
sheet as of December 31, 2022.

We used the $3.0 billion of net proceeds from the offering of the 2033 Notes and
the 2052 Notes to redeem $2.7 billion aggregate principal amount of four series
of senior notes that would have matured in 2022 and 2023. The balance of the net
proceeds was used for general corporate purposes, which included paying down a
portion of the amounts outstanding under our Commercial Paper Program. We
recorded $30 million in costs associated with the extinguishment and
re-financing of our existing debt in connection with our May 2022 debt
refinancing. These costs are included in interest expense in our consolidated
statements of income for 2022. For additional information regarding this
transaction, refer to Note 3 to our consolidated unaudited financial statements,
included in this Annual Report.

On May 4, 2022, we entered into a 364-day senior unsecured bridge facility in an
aggregate principal amount not to exceed $14.0 billion, or the Bridge Facility.
The commitments that the Company obtained for the Bridge Facility were
permanently reduced from $14.0 billion and there were no amounts outstanding as
of December 31, 2022 as a result of (i) the amendment and extension of the
Credit Facility, (ii) the issuance by the Company of certain senior unsecured
notes on May 23, 2022, (iii) Euroclear divestment proceeds, (iv) the generation
of cash internally by the Company, and (v) the effectiveness of our term loan
facility.

On May 25, 2022, we entered into a $2.4 billion two-year senior unsecured
delayed draw term loan facility, or the Term Loan. Draws under the Term Loan
bear interest on the principal amount outstanding at either (a) Term SOFR plus
an applicable margin plus a credit spread adjustment of 10 basis points or (b) a
"base rate" plus an applicable margin. The applicable margin ranges from 0.625%
to 1.125% for Term SOFR loans and from 0.000% to 0.125% for base rate loans, in
each case, based on a ratings-based pricing grid. The proceeds from borrowings
under the Term Loan will be used to fund a portion of the purchase price for the
Black Knight acquisition. We have the option to prepay outstanding amounts under
the Term Loan in whole or in part at any time. No amounts were outstanding under
the Term Loan as of December 31, 2022.

Our Commercial Paper Program enables us to borrow efficiently at reasonable
short-term interest rates and provides us with the flexibility to de-lever using
our strong annual cash flows from operating activities whenever our leverage
becomes elevated as a result of investment or acquisition activities. We had net
repayments of $1.0 billion under our Commercial Paper Program during 2022, and
did not have any notes outstanding under our Commercial Paper Program as of
December 31, 2022.

Upon maturity of our commercial paper and to the extent old issuances are not
repaid by cash on hand, we are exposed to the rollover risk of not being able to
issue new commercial paper. To mitigate this risk, we maintain the Credit
Facility for an aggregate amount which meets or exceeds the amount issued under
our Commercial Paper Program at any time. If we were not able to issue new
commercial paper, we have the option of drawing on the backstop revolving
facility. However, electing to do so would result in higher interest expense.

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For additional details of our debt instruments, refer to Note 10 to our
consolidated financial statements, included in this Annual Report.

Capital Return


In December 2021, our Board approved an aggregate of $3.15 billion for future
repurchases of our common stock with no fixed expiration date that became
effective January 1, 2022. The $3.15 billion replaced the previous amount
approved by the Board. The approval of our Board for stock repurchases does not
obligate us to acquire any particular amount of our common stock. In addition,
our Board may increase or decrease the amount available for repurchases from
time to time.

During 2022, we repurchased 5.0 million shares of our outstanding common stock
at a cost of $632 million, including 4.6 million shares at a cost of
$582 million under our Rule 10b5-1 trading plan and 0.4 million shares at a cost
of $50 million on the open market. During 2021, we repurchased 1.8 million
shares of our outstanding common stock at a cost of $250 million on the open
market. Open market repurchases are only made during an open trading period and
all shares repurchased are held in treasury stock.

We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in
August 2020 in connection with our Ellie Mae acquisition and in November 2021,
we resumed repurchases. In December 2021, we entered into a new Rule 10b5-1
trading plan that became effective in February 2022. In connection with our
pending acquisition of Black Knight, on May 4, 2022, we terminated our Rule
10b5-1 trading plan and suspended share repurchases. The remaining balance of
Board approved funds for future repurchases as of December 31, 2022 was $2.5
billion.

From time to time, we enter into Rule 10b5-1 trading plans, as authorized by our
Board, to govern some or all of the repurchases of our shares of common stock.
We may discontinue stock repurchases at any time and may amend or terminate a
Rule 10b5-1 trading plan at any time, subject to applicable rules. We expect
funding for any stock repurchases to come from our operating cash flow or
borrowings under our Commercial Paper Program or our debt facilities. The timing
and extent of future repurchases that are not made pursuant to a Rule 10b5-1
trading plan will be at our discretion and will depend upon many conditions. In
making a determination regarding any stock repurchases, management considers
multiple factors, including overall stock market conditions, our common stock
price performance, the remaining amount authorized for repurchases by our Board,
the potential impact of a stock repurchase program on our corporate debt
ratings, our expected free cash flow and working capital needs, our current and
future planned strategic growth initiatives, and other potential uses of our
cash and capital resources.

During 2022, we paid cash dividends of $1.52 per share of our common stock in
the aggregate, including quarterly dividends of $0.38 per share, for an
aggregate payout of $853 million, which includes the payment of dividend
equivalents on unvested employee restricted stock units. Refer to Note 12 to our
consolidated financial statements included in this Annual Report, for details on
the amounts of our quarterly dividend payouts for the last three years.

Future Capital Requirements


Our future capital requirements will depend on many factors, including the rate
of growth across our segments, strategic plans and acquisitions, available
sources for financing activities, required and discretionary technology and
clearing initiatives, regulatory requirements, the timing and introduction of
new products and enhancements to existing products, the geographic mix of our
business and potential stock repurchases.

We currently expect to incur capital expenditures (including operational and
real estate capital expenditures) and to incur software development costs that
are eligible for capitalization ranging in the aggregate between $450 million
and $500 million in 2023, which we believe will support the enhancement of our
technology, business integration and the continued growth of our businesses.

As of December 31, 2022, we had $2.5 billion authorized for future repurchases
of our common stock. Refer to Note 12 to our consolidated financial statements
included in this Annual Report for additional details on our stock repurchase
program.

Our Board has adopted a quarterly dividend policy providing that dividends will
be approved quarterly by the Board or the Audit Committee taking into account
factors such as our evolving business model, prevailing business conditions, our
current and future planned strategic growth initiatives and our financial
results and capital requirements, without a predetermined net income payout
ratio. On February 2, 2023, we announced a $0.42 per share dividend for the
first quarter of 2023 payable on March 31, 2023 to stockholders of record as of
March 17, 2023.

Other than the facilities for the ICE Clearing Houses, our Credit Facility and
our Commercial Paper Program are currently the only significant agreements or
arrangements that we have for liquidity and capital resources with third
parties. See

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Notes 10 and 14 to our consolidated financial statements for further discussion.
In the event of any strategic acquisitions, mergers or investments, or if we are
required to raise capital for any reason or desire to return capital to our
stockholders, we may incur additional debt, issue additional equity to raise
necessary funds, repurchase additional shares of our common stock or pay a
dividend. However, we cannot provide assurance that such financing or
transactions will be available or successful, or that the terms of such
financing or transactions will be favorable to us. See "-Risk Factors" and Note
10 to our consolidated financial statements, included in this Annual Report.

Non-GAAP Measures


We use certain financial measures internally to evaluate our performance and
make financial and operational decisions that are presented in a manner that
adjusts from their equivalent GAAP measures or that supplement the information
provided by our GAAP measures. We use these adjusted results because we believe
they more clearly highlight trends in our business that may not otherwise be
apparent when relying solely on GAAP financial measures, since these measures
eliminate from our results specific financial items that have less bearing on
our core operating performance.

We use these measures in communicating certain aspects of our results and
performance, including in this Annual Report, and believe that these measures,
when viewed in conjunction with our GAAP results and the accompanying
reconciliation, can provide investors with greater transparency and a greater
understanding of factors affecting our financial condition and results of
operations than GAAP measures alone. In addition, we believe the presentation of
these measures is useful to investors for making period-to-period comparisons of
results because the adjustments to GAAP are not reflective of our core business
performance.

These financial measures are not presented in accordance with, or as an
alternative to, GAAP financial measures and may be different from non-GAAP
measures used by other companies. We encourage investors to review the GAAP
financial measures included in this Annual Report, including our consolidated
financial statements, to aid in their analysis and understanding of our
performance and in making comparisons.


The table below outlines our adjusted operating expenses, adjusted operating
income, adjusted operating margin, adjusted net income attributable to ICE
common stockholders and adjusted diluted earnings per share, which are non-GAAP
measures that are calculated by making adjustments for items we view as not
reflective of our cash operations and core business performance. These measures,
including the adjustments and their related income tax effect and other tax
adjustments (in millions, except for percentages and per share amounts), are as
follows:

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                                                               Exchanges Segment                           Fixed Income and Data Services Segment                        Mortgage Technology Segment                                   Consolidated
                                                            Year Ended December 31,                               Year Ended December 31,                                  Year Ended December 31,                            
  Year Ended December 31,
Operating income adjustments:                        2022             2021             2020                2022                2021             2020               2022                   2021            2020            2022             2021             2020

Total revenues, less transaction-based expenses $ 4,071 $ 3,856

        $ 3,631          $      2,092           $ 1,883          $ 1,810          $    1,129               $ 1,407          $ 595          $ 7,292          $ 7,146          $ 6,036
Operating expenses                                  1,209            1,333            1,242                 1,373             1,354            1,318               1,072                 1,010            443            3,654            3,697            3,003
Less: Amortization of acquisition-related
intangibles                                            67               73               74                   180               180              191                 363                   369            123              610              622              388
Less: Transaction and integration costs and
acquisition-related success fees                        -               59               12                     -                 -                -                  91                    39             89               91               98              101
Less: Impairment of developed software                  -                -               11                     -                 -                -                   -                     -              -                -                -               11
Less: Accrual relating to a regulatory settlement       -                -                -                     -                 -                8                   -                     -              -                -                -                8
Adjusted operating expenses                       $ 1,142          $ 1,201          $ 1,145          $      1,193           $ 1,174          $ 1,119          $      618               $   602          $ 231          $ 2,953          $ 2,977          $ 2,495
Operating income                                  $ 2,862          $ 2,523          $ 2,389          $        719           $   529          $   492          $       57               $   397          $ 152          $ 3,638          $ 3,449          $ 3,033
Adjusted operating income                         $ 2,929          $ 2,655          $ 2,486          $        899           $   709          $   691          $      511               $   805          $ 364          $ 4,339          $ 4,169          $ 3,541
Operating margin                                       70  %            65  %            66  %                 34   %            28  %            27  %                5   %                28  %          25  %            50  %            48  %            50  %
Adjusted operating margin                              72  %            69  %            68  %                 43   %            38  %            38  %               45   %                57  %          61  %            59  %            58  %            59  %

Non-operating income adjustments:
Net income attributable to ICE common
stockholders                                                                                                                                                                                                           $ 1,446      

$ 4,058 $ 2,089

  Add: Amortization of acquisition-related
intangibles                                                                                                                                                                                                                610              622              388
Add: Transaction and integration costs and
acquisition-related success fees                                                                                                                                                                                            91               98              101

Less: Gain on sale and fair value adjustment of
equity investments and dividends received, net                                                                                                                                                                             (41)          (1,321)             (55)

Less: Gain on deconsolidation of Bakkt                                                                                                                                                                                       -           (1,419)               -

Add/(Less): Net losses/(income) from and
impairment of unconsolidated investees                                                                                                                                                                                   1,340               42              (71)
Add: Net interest expense on
pre-acquisition-related debt and debt                                                                                                                                                                                       89                4               19
extinguishment

Add: Other                                                                                                                                                                                                                   9                9               51

Add/(Less): Net income tax effect for the above
items and deferred tax adjustments                                                                                                                                                                                        (579)             587             (109)
Add: Deferred tax adjustments on
acquisition-related intangibles                                                                                                                                                                                              9              183               36
Adjusted net income attributable to ICE common
stockholders                                                                                                                                                                                                           $ 2,974          $ 2,863          $ 2,449

Diluted earnings per share attributable to ICE
common stockholders                                                                                                                                                                                                    $  2.58          $  7.18          $  3.77

Adjusted diluted earnings per share attributable
to ICE common stockholders                                                                                                                                                                                             $  5.30      

$ 5.06 $ 4.41


Diluted weighted average common shares
outstanding                                                                                                                                                                                                                561              565              555

Amortization of acquisition-related intangibles are included in non-GAAP
adjustments as excluding these non-cash expenses provides greater clarity
regarding our financial strength and stability of cash operating results.


Transaction and integration costs are included as part of our core business
expenses, except for those that are directly related to the announcement,
closing, financing or termination of a transaction. However, we adjust for the
acquisition-related transaction and integration costs relating to acquisitions
such as Ellie Mae given the magnitude of the $11.4 billion purchase price of the
acquisition. We also adjust for the acquisition-related transaction costs
related to the merger of Bakkt and VIH, and for our pending acquisition of Black
Knight, due to the significance of these transactions.

We adjust for gains and losses on investment transactions and changes in the
fair value of our investments. Our investments are not considered to be a part
of our core business operations and the impacts of changes in our investments
are often non-cash in nature.

The following non-GAAP adjustments are reported in the table above related to
investments:

•During 2022, we excluded the $41 million gain on the sale of our Euroclear
investment;


•During 2021 and 2020, we excluded $34 million and $35 million, respectively, of
fair value gains on our Euroclear equity investment and during 2021, we excluded
Euroclear dividends received of $60 million;

•In 2021, we excluded the $1.4 billion gain on the deconsolidation of Bakkt and
the $1.2 billion gain on the sale of our Coinbase equity investment; and

•In 2020, we excluded the $20 million gain on the sale of our BIDS equity
investment.

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Similarly, and as included in the table above, we adjust for our share of net
income/(losses) and impairment charges related to our equity method investments,
which primarily include OCC and Bakkt. Our share of 2021 net losses from
unconsolidated investees includes the period from the Bakkt merger on October
15, 2021 through December 31, 2021. During 2022, after recording our share of
Bakkt's equity method losses, which included Bakkt's impairment charge, we
recorded an impairment in our investment in Bakkt to its fair value as other
expense. In 2022, the total Bakkt net losses and impairment was $1.4 billion and
our share of OCC net income was $15 million. In 2021, our share of Bakkt losses
was $92 million and our share of OCC income was $51 million. We believe these
adjustments provide greater clarity of our performance given that equity method
investments are non-cash and not a part of our core operations.

We adjust for certain items related to our debt. Certain debt activities, such
as the early termination of notes, pre-acquisition interest and expense and
accelerated amortization of debt costs are not considered to be a part of our
core business operations and the impacts of changes in our investments are often
non-cash in nature. The following non-GAAP adjustments are reported in the table
above related to our debt:

•In 2022, we adjusted for costs of $30 million associated with the May and June
2022 extinguishment of four series of senior notes that would have matured in
2022 and 2023 using proceeds from our May 2022 issuance of new senior notes.

•In 2022, we excluded $135 million of interest expense on
pre-acquisition-related debt from our May 2022 debt refinancing related to the
pending Black Knight acquisition. This adjustment was net of $76 million of
interest income earnings on investments from the pre-acquisition debt proceeds.

•In 2021, we adjusted for the acceleration of unamortized costs of $4 million
related to the September 2021 early redemption of our Floating Rate Notes.


•In 2020, we adjusted for the extinguishment payment of $14 million related to
the June 2020 early redemption of the December 2020 Senior Notes which included
both a make-whole redemption payment and duplicative interest, and adjusted for
pre-acquisition interest expense of $5 million on the August 2020 debt issued to
fund a portion of the purchase price of our Ellie Mae acquisition.

Other adjustments not considered to be a part of our core business operations
include:

•Accruals related to legal and regulatory settlements, including settlements
related to an acquisition-related indemnification claim;


•A 2020 impairment of software developed at Bakkt when it was our subsidiary,
since it related to the build-out of a fundamental software design rather than a
recurring upgrade; and

•A 2020 promissory note impairment charge on work performed by the original plan
processor on the CAT as non-GAAP adjustments. See additional discussion on the
CAT in Item 1(A) "-Risk Factors" in this Annual Report.

Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP
adjustments and deferred tax adjustments on acquisition-related intangibles.
Deferred tax adjustments on acquisition-related intangibles include the impact
of U.K. and U.S. state tax law changes and apportionment updates, as well as
other foreign tax law changes which resulted in deferred tax expense of $9
million, $183 million and $36 million in 2022, 2021 and 2020, respectively,
related to the following:

•Deferred tax adjustments in 2022 related primarily to U.S. state apportionment
changes.


•Deferred tax adjustments in 2021 related primarily to the U.K. tax law changes
enacted in June 2021, which increased the U.K. corporate income tax rate from
19% to 25% effective April 1, 2023.

•The deferred tax adjustments in 2020 were due to the tax law changes enacted in
July 2020, which increased the U.K. corporate income tax rate from 17% to 19%
effective April 1, 2020, as well as impacts of U.S. state apportionment charges.

For additional information on these items, refer to our consolidated financial
statements included in this Annual Report and “- Recent Developments,”
“- Consolidated Operating Expenses”, “- Consolidated Non-Operating Income
(Expenses)” and “-Consolidated Income Tax Provision” above.

Off-Balance Sheet Arrangements


As described in Note 14 to our consolidated financial statements, which are
included elsewhere in this Annual Report, certain clearing house collateral is
reported off-balance sheet. We do not have any relationships with unconsolidated
entities or financial partnerships, often referred to as structured finance or
special purpose entities.

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Contractual Obligations and Commercial Commitments

We intend to fund our contractual obligations and commercial commitments from
existing cash and cash flow from operations. As of December 31, 2022, our
primary cash requirements include the following contractual and other
obligations.


As of December 31, 2022, we had $18.1 billion in outstanding debt, including
$4 million of short-term debt. Our outstanding debt consists of $18.1 billion of
fixed rate senior notes and $4 million under credit lines at our ICE India
subsidiaries.

Our operating leases primarily relate to our leased office space and data center
facilities, and as of December 31, 2022, we had fixed lease payment obligations
of $342 million, with $73 million payable within one-year.

We have other purchase obligations to purchase various goods and services that
we believe are enforceable and legally binding.


In addition, we have $147.4 billion in cash and cash equivalent margin deposits
and guaranty funds, invested deposits, delivery contracts payable and unsettled
variation margin. Clearing members of our clearing houses are required to
deposit original margin and variation margin and to make deposits to a guaranty
fund. The cash and cash equivalent deposits made to these margin accounts and to
the guaranty fund are recorded in the consolidated balance sheets as current
assets with corresponding current liabilities to the clearing members that
deposited them. ICE NGX administers the physical delivery of energy trading
contracts. It has an equal and offsetting claim to and from its respective
participants on opposite sides of the physically-settled contract, each of which
is reflected as a delivery contract receivable with an offsetting delivery
contract payable. See Note 14 to our consolidated financial statements included
in this Annual Report for additional information on our clearing houses and the
margin deposits, guaranty funds, invested deposits, delivery contracts payable
and unsettled variation margin.

We also have unrecognized tax benefits, or UTBs. As of December 31, 2022, our
cumulative UTBs were $247 million, and accrued interest and penalties related to
UTBs were $61 million. We are under examination by various tax authorities. We
are unable to make a reasonable estimate of the periods of cash settlement
because it is not possible to reasonably predict the amount of tax, interest and
penalties, if any, that might be assessed by a tax authority or the timing of an
assessment or payment. It is also not possible to reasonably predict whether or
not the applicable statutes of limitations might expire without us being
examined by any particular tax authority. See Note 13 to our consolidated
financial statements for additional information on our UTBs.

As of December 31, 2022, we, through NYSE, have net obligations of $102 million
related to our pension and other benefit programs. The date of payment under
these net obligations cannot be determined. See Note 17 to our consolidated
financial statements for additional information on our pension and other benefit
programs.

In addition, the future funding of the implementation and operation of the CAT
is ultimately expected to be provided by both the SROs and broker-dealers. To
date, however, funding has been provided solely by the SROs, and future funding
is expected to be repaid if industry member fees are approved by the SEC and
subsequently collected by industry members.

New and Recently Adopted Accounting Pronouncements


Refer to Note 2 to our consolidated financial statements included in this Annual
Report for information on the new and recently adopted accounting pronouncements
that are applicable to us.

Critical Accounting Policies

We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact of, and any
associated risks related to, these policies on our business operations is
discussed throughout “- Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” For a detailed discussion on the
application of these and other accounting policies, see Note 2 to our
consolidated financial statements included in this Annual Report.


Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with U.S. GAAP. The preparation of financial statements in
conformity with these accounting principles requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities, and the
disclosure of contingent assets and liabilities, at the date of our financial
statements and the reported amounts of revenues and expenses during the
reporting period.

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We base our estimates and judgments on our historical experience and other
factors that we believe to be reasonable under the circumstances when we make
these estimates and judgments and re-evaluate them on a periodic basis. Based on
these factors, we make estimates and judgments about, among other things, the
carrying values of assets and liabilities that are not readily apparent from
market prices or other independent sources and about the recognition and
characterization of our revenues and expenses. The values and results based on
these estimates and judgments could differ significantly under different
assumptions or conditions and could change materially in the future.

We believe that the following critical accounting policies, among others, affect
our more significant judgments and estimates used in the preparation of our
consolidated financial statements and could materially increase or decrease our
reported results, assets and liabilities.

Goodwill and Other Identifiable Intangible Assets


Assets acquired and liabilities assumed in connection with our acquisitions are
recorded at their estimated fair values. Goodwill represents the excess of the
purchase price of an acquired company over the fair value of its identifiable
net assets, including identified intangible assets. We recognize specifically
identifiable intangibles, such as customer relationships, trademarks,
technology, trading products, data, exchange registrations, backlog, trade names
and licenses when a specific right or contract is acquired. Our determination of
the fair value of the intangible assets and whether or not these assets may be
impaired following their acquisition requires us to apply significant judgments
and make significant estimates and assumptions regarding future cash flows. If
we change our strategy or if market conditions shift, our judgments and
estimates may change, which may result in adjustments to recorded asset
balances. Intangible assets with finite useful lives are amortized over their
estimated useful lives whereas goodwill and intangible assets with indefinite
useful lives are not.

In performing the allocation of the acquisitions' purchase price to assets and
liabilities, we consider, among other factors, the intended use of the acquired
assets, analysis of past financial performance and estimates of future
performance of the acquired business. At the acquisition date, a preliminary
allocation of the purchase price is recorded based upon a preliminary valuation
performed with the assistance of a third-party valuation specialist. We continue
to review and assess our estimates, assumptions and valuation methodologies
during the measurement period provided by GAAP, which ends as soon as we receive
the information about facts and circumstances that existed as of the acquisition
date or we learn that more information is not obtainable, which usually does not
exceed one year from the date of acquisition. Accordingly, these estimates and
assumptions are subject to change, which could have a material impact on our
consolidated financial statements. Estimation uncertainty may exist due to the
sensitivity of the respective fair value to underlying assumptions about the
future performance of an acquired business in our discounted cash flow models.
Significant assumptions typically include revenue growth rates and expense
synergies that form the basis of the forecasted results and the discount rate.

Our goodwill and other indefinite-lived intangible assets are evaluated for
impairment annually in our fiscal fourth quarter or more frequently if
conditions exist that indicate that the value may be impaired. We test our
goodwill for impairment at the reporting unit level, and we have identified four
reporting units. Our reporting units identified for our goodwill testing are the
NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology
reporting units. These impairment evaluations are performed by comparing the
carrying value of the goodwill or other indefinite-lived intangibles to its
estimated fair value.

In accordance with ASU 2017-04, Simplifying the Test for Goodwill Impairment, or
ASU-2017, for both goodwill and indefinite-lived intangible impairment testing,
we have the option to first perform a qualitative assessment to determine
whether it is more likely than not that the fair value of a reporting unit or
indefinite-lived intangible asset is less than its carrying amount. If the fair
value of the goodwill or indefinite-lived intangible asset is less than its
carrying value, an impairment loss is recognized in earnings in an amount equal
to the difference. Alternatively, we may choose to bypass the qualitative option
and perform quantitative testing to determine if the fair value is less than the
carrying value. For our goodwill impairment testing, we have elected to bypass
the qualitative assessment and apply the quantitative approach. For our testing
of indefinite-lived intangible assets, we apply qualitative and quantitative
approaches.

Application of the impairment test requires judgment, including the
identification of reporting units, assignment of assets and liabilities to
reporting units, assignment of goodwill to reporting units, and determination of
the fair value of each reporting unit. We have historically determined the fair
value of our reporting units based on various valuation techniques, including
discounted cash flow analysis and a multiple of earnings approach. In assessing
whether goodwill and other intangible assets are impaired, we must make
estimates and assumptions regarding future cash flows, long-term growth rates of
our business, operating margins, discount rates, weighted average cost of
capital and other factors to determine the fair value of our assets. These
estimates and assumptions require management's judgment, and changes to these
estimates and assumptions, as a result of changing economic and competitive
conditions, could materially affect the

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determination of fair value and/or impairment. We did not record any impairments
in 2022, 2021 or 2020 as a result of our goodwill or indefinite-lived impairment
testing.

We are also required to evaluate other finite-lived intangible assets for
impairment by first determining whether events or changes in circumstances
indicate that the carrying value of these assets to be held and used may not be
recoverable. If impairment indicators are present, then an estimate of
undiscounted future cash flows produced by these long-lived assets is compared
to the carrying value of those assets to determine if the asset is recoverable.
If an asset is not recoverable, the loss is measured as the difference between
fair value and carrying value of the impaired asset. Fair value of these assets
is based on various valuation techniques, including discounted cash flow
analysis, which are assessed and conducted in accordance with our internal
impairment analysis policies.

Income Taxes


We are subject to income taxes in the U.S., U.K. and other foreign jurisdictions
where we operate. The determination of our provision for income taxes and
related accruals, deferred tax assets and liabilities requires the use of
significant judgment, estimates, and the interpretation and application of
complex tax laws. We recognize a current tax liability or tax asset for the
estimated taxes payable or refundable on tax returns for the current year. We
recognize deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the financial statement carrying
amounts and the tax bases of our assets and liabilities. We establish valuation
allowances if we believe that it is more likely than not that some or all of our
deferred tax assets will not be realized. Deferred tax assets and liabilities
are measured using current enacted tax rates in effect for the years in which
those temporary differences and carryforwards are expected to reverse.

The Financial Accounting Standards Board, or FASB, Staff has provided additional
guidance to address the accounting for the effects of the provisions related to
the taxation of Global Intangible Low-Taxed Income noting that companies should
make an accounting policy election to recognize deferred taxes for temporary
basis differences expected to reverse in future years or to include the tax
expense in the year it is incurred. We have made a policy election to recognize
such taxes as current period expenses when incurred.

We do not recognize a tax benefit unless we conclude that it is more likely than
not that the benefit will be sustained on audit by the taxing authority based
solely on the technical merits of the associated tax position. If the
recognition threshold is met, we recognize a tax benefit measured at the largest
amount of the tax benefit that, in our judgment, is greater than 50 percent
likely to be realized. We recognize accrued interest and penalties related to
uncertain income tax positions as income tax expense in the consolidated
statements of income.

We operate within multiple domestic and foreign taxing jurisdictions and are
subject to audit in these jurisdictions by domestic and foreign tax authorities.
These audits include questions regarding our tax filing positions, including the
timing and amount of deductions taken and the allocation of income among various
tax jurisdictions. We record accruals for the estimated outcomes of these
audits, and the accruals may change in the future due to new developments in
each matter. At any point in time, many tax years are subject to or in the
process of being audited by various taxing authorities. To the extent our
estimates of settlements change or the final tax outcome of these matters is
different from the amounts recorded, such differences will impact the income tax
provision in the period in which such determinations are made. Our income tax
expense includes changes in our estimated liability for exposures associated
with our various tax filing positions. Determining the income tax expense for
these potential assessments requires management to make assumptions that are
subject to factors such as proposed assessments by tax authorities, changes in
facts and circumstances, issuance of new regulations, and resolution of tax
audits.

We believe the judgments and estimates discussed above are reasonable. However,
if actual results are not consistent with our estimates or assumptions, we may
be exposed to losses or gains that could be material.

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