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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2018
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Or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to
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Delaware
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46-2286804
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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5660 New Northside Drive,
Atlanta, Georgia
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30328
(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
¨
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
¨
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Item
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Page
Number
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PART I
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1.
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1(A).
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1(B).
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7(A).
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8.
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9.
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9(A).
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9(B).
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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16.
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•
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conditions in global financial markets and domestic and international economic, political and social conditions;
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the impact of the introduction of or any changes in laws, regulations, rules or government policies with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements;
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volatility in commodity prices, equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices and foreign exchange rates;
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the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation;
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our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;
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our equity and options exchanges and the exchanges’ compliance with their respective regulatory and oversight responsibilities;
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the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans;
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continued high renewal rates of subscription-based data revenues;
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our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances; and to realize the synergies and benefits of such transactions within the expected time frame;
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the performance and reliability of our trading and clearing technologies and those of third-party service providers;
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our ability to keep pace with technological developments and to ensure that the technology we utilize is not vulnerable to cybersecurity risks or other disruptive events;
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our ability to identify trends and adjust our business to benefit from such trends;
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the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and to fund our operational and capital expenditure needs;
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our ability to maintain existing market participants and data customers, and to attract new ones, and to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;
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our ability to attract and retain key talent;
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our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others;
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potential adverse results of threatened or pending litigation and regulatory actions and proceedings; and
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our ability to realize the expected benefits of our majority investment in Bakkt which could result in additional unanticipated costs and risks.
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Trading and Clearing; and
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Data and Listings.
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•
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Energy Futures and Options:
We are a leading marketplace for global crude and refined oil. We offer trading and clearing services across a range of global benchmark contracts, including: Brent, West Texas Intermediate, or WTI, Platts Dubai, Gasoil, Heating Oil, and hundreds of additional grades. The Brent complex, which includes the ICE Brent crude futures contract, our largest contract by volume traded, is a group of related benchmarks used to price a range of traded oil products, including approximately two-thirds of the world’s internationally traded crude oil. The ICE Low Sulphur Gasoil futures contract is a European diesel oil contract that serves as a middle distillate pricing benchmark for refined oil products, particularly in Europe and Asia. We also operate the world’s second largest market for trading in WTI crude oil futures, as measured by the volume of contracts traded. The WTI crude futures contract is the benchmark for pricing U.S. crude oil.
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Agricultural & Metals Futures and Options:
We offer benchmark futures and options contracts on the most globally relevant commodities including: sugar, coffee, cocoa and cotton, as well as key metal contracts such as
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Financial Futures and Options:
Our global interest rate complex spans geographies, currencies and tenors, providing market participants with effective tools to manage global interest rate risk. We offer the largest marketplace to transact in U.K. and European interest rates, including Short Sterling, Gilts, Sterling Overnight Index Average, or SONIA, and Euribor. In addition, we recently launched one- and three-month contracts on the Secured Overnight Financing Rates, or SOFR, adding to our interest rate complex. Other Financial Futures and Options include a range of contracts on key global equity and FX benchmarks such as the MSCI
®
World, MSCI
®
Emerging Markets, MSCI
®
EAFE, the FTSE
®
100 and the U.S. Dollar Index, or USDX®.
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•
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Cash Equities and Equity Options:
Through the New York Stock Exchange, or the NYSE, we serve a broad range of global capital markets participants, including investors, traders, market makers and global corporations. With a mission to provide the most transparent, efficient and highest quality trading experience to our customers, the NYSE operates five cash equity exchange venues and two options markets, providing customers with unique optionality and choice in how they transact and manage risk.
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Fixed Income and Credit:
We offer electronic trade execution for credit default swap, or CDS, instruments and are the industry leader in global CDS clearing, as measured by gross notional cleared. Our fixed income execution businesses offer deep liquidity pools across multiple trading protocols, such as click-to-trade, auctions and request for quote, or RFQ, providing our customers choice in how they manage fixed income risk. Through ICE Mortgage Services, we operate the Mortgage Electronic Registration Systems, or MERS, a national electronic database that tracks changes in mortgage servicing and beneficial ownership interests in U.S. residential loans.
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OTC and Other Transactions:
Our over-the-counter, or OTC, energy markets comprise bilaterally-traded energy contracts. We operate our financially-settled bilateral energy markets through ICE Swap Trade and we offer electronic trading of contracts based on physically-settled natural gas, power and refined oil contracts through ICE U.S. OTC Commodity Markets.
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Other Revenue:
Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.
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Clearing House
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Products Cleared
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Exchange where Executed
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Location
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ICE's Contribution to the
Guaranty Fund
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ICE Clear Europe
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Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments
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ICE Futures Europe, ICE Futures U.S. and ICE Endex
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U.K.
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$206 million
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ICE Clear U.S.
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Agricultural, metals, FX and equity index futures and options contracts
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ICE Futures U.S.
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U.S.
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$61 million
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ICE Clear Credit
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North American, European, Asian-Pacific and Emerging Market CDS instruments
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Creditex and third-party venues
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U.S.
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$50 million
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ICE Clear Netherlands
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Approved to offer clearing for Dutch equity options through ICE Endex
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ICE Endex
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EU
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$2 million
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ICE Clear Singapore
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Energy, metals and financial futures products
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ICE Futures Singapore
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Singapore
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$1 million
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ICE NGX
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Physical North American natural gas, electricity and oil futures
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ICE NGX
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Canada
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—
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•
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Pricing and Analytics:
We provide global securities evaluations, reference data, market indices, risk analytics, derivative pricing and other information designed to meet our customers’ portfolio management, trading, risk management, reporting valuation and regulatory compliance needs.
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Exchange Data and Feeds:
We provide real-time, historical, and derived pricing data, order book and transaction information related to our trading venues, which span global commodity and financial markets. We publish a broad range of prices and other transaction data and related content from our electronic futures trading platform, as well as data from a broad array of third-party trading venues and news feeds through our ICE Consolidated Feed offering. In addition, we develop equity market data solutions, known as proprietary data. We package this exchange proprietary market data as real-time products and as historical products, which are used for analysis by market participants and observers. Finally, we receive a share of revenue from the National Market System Plan, or NMS Plan, consolidated data products. Under the NMS Plan, all SEC-registered securities exchanges send their trades and top-of-book quotes in exchange listed securities to a central consolidator, which then distributes the data pursuant to SEC requirements.
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Desktops and Connectivity:
Our Desktop and Connectivity services provide the connection to our exchanges, clearing houses and data centers. These services also facilitate the global distribution of our ICE Data Services data. We offer connectivity solutions to access markets and data through highly secure, resilient and low latency network options through our ICE Global Network, as well as global colocation services and Direct Market Access to over 150 venues. Our ICE Global Network wireless service offers one of the most extensive ultra-low latency network connectivity solutions among the New York, Chicago, Toronto and Tokyo metro areas. Our Desktop service offers a range of products and services to support commodity and energy traders, risk managers, financial advisors, wealth managers, retail traders, Investor Relations Officers and Chief Financial Officers. These applications deliver real-time financial market information and decision-support tools to help clients analyze financial markets and make investment decisions. Our robust instant messaging, or IM, system protects the privacy of clients’ business information while allowing collaboration with other market participants in the industry through a secure, compliant channel.
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Listings:
Through our listings services, we offer corporate and ETF issuers access to the U.S. capital markets. Our listing venues allow companies to list domestic and international equity securities, corporate structured products, convertible bonds, trackers and debt securities. In 2018, the NYSE was the global leader in capital raised for the eighth consecutive year, with approximately $125 billion raised in total initial public offering, or IPO, proceeds and follow-on offerings from over 350 transactions, almost 1.5x the capital raised by any other exchange in the world.
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ICE Trading Platform and Technology:
The ICE trading platform supports trading in our cleared futures and options markets as well as our bilateral OTC markets. We also offer voice brokers a facility for submitting block trades for products that are eligible for clearing. Speed, reliability, resilience, capacity and security are critical performance criteria for electronic trading platforms. Connectivity to our trading platform for our markets is available through our web-based front-end, as well as multiple independent software vendors, or ISVs, and application programming interfaces, or APIs.
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Clearing Technology:
A broad range of trade management and clearing services are offered through the integrated technology infrastructure that serves our clearing houses. The ICE clearing systems encompass a number of integrated systems, including post-trade position management, risk management, settlement and treasury and reporting functions. A core component of our derivatives clearing houses is the risk management of clearing firm members. Our extensive technology and rules-based risk systems provide analytical tools that allow us to determine margin, evaluate credit risk and monitor trading activities as well as the overall risk of the clearing members.
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NYSE Trading Platforms and Related Technology:
The NYSE electronic trading platform features an open system architecture that allows users to access our system via one of the many front-end trading applications developed by ISVs. For equity options, we offer a hybrid model of electronic and open outcry trading through NYSE American Options and NYSE Arca Options. We have developed an integrated trading platform and matching engine known as NYSE Pillar and have migrated NYSE Arca Equities, NYSE American, NYSE National, and NYSE Tapes B and C to this platform. We also plan to complete the migration for our remaining U.S. cash equities and equity options markets in 2019, which currently operate on distinct platforms. This integrated platform with single specification will improve performance and reduce the complexity of operating multiple equity and options trading systems.
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ICE Data Services Technology:
ICE Data Services technology uses integrated platforms to capture, store and process information, perform analytics and maintain connectivity solutions using a single configurable data capture mechanism and a flexible delivery capability. Together, the platforms enable real-time processing and delivery of information, accelerate new product development and improve production reliability. Our data and analytics are delivered via real-time messaging, files, web services and other on-demand facilities and state-of-the-art front-ends. In addition, the technology underpinning our ICE Global Network supports scalable bandwidth and a wide variety of connectivity options including fiber, wireless, colocation and hosting.
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Cybersecurity:
Cybersecurity is critical to our operations. We employ a layered defense strategy, with leading-edge security technology and processes including robust network segmentation and access control, multi-factor authentication, advanced anti-malware detection/response endpoint software, tightly-controlled Internet access, distributed denial-of-service, or DDoS, mitigation services and significant commercial and bespoke anti-phishing and behavioral detection controls. Where our services are accessible via the Internet, we have implemented additional restrictions to limit access to specific approved networks. We monitor physical threats in addition to cyber threats and continuously review and update physical security and environmental controls to secure our office and data center locations. We also maintain cybersecurity incident response procedures that allow us to detect, alert, classify, escalate and report a cybersecurity security incident. We operate a strategy that focuses heavily on attack simulation and rapid control improvement. Further, we work closely with our peers, customers, and vendors to solve cybersecurity challenges in our industry.
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Business Continuity Planning and Disaster Recovery:
We maintain comprehensive business continuity and disaster recovery plans and facilities to provide nearly continuous availability of our markets and other services in the event of a business disruption or disaster. We maintain incident and crisis management plans that address responses to disruptive events at any of our locations worldwide.
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depth and liquidity of markets;
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price transparency;
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reliability and speed of trade execution and processing;
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technological capabilities and innovation;
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breadth of products and services;
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rate and quality of new product developments;
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quality and stability of services;
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distribution and ease of connectivity;
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mid- and back-office service offerings, including differentiated and value-added services;
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transaction costs; and
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reputation.
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Diverse and Liquid Product Offerings:
Many of our futures contracts serve as global benchmarks for managing risk relating to exposure to price movements in the underlying products, including financial, energy and agricultural commodities. For example, we operate the leading market for ICE Brent crude oil futures, as measured by the volume of contracts traded in 2018. The ICE Brent Crude futures contract is the benchmark for pricing light, sweet crude oil produced and consumed outside of the U.S. It is part of the Brent complex, which forms the price reference for approximately two-thirds of the world’s internationally-traded physical oil. In addition, we operate a leading market for short-term European interest rates contracts, with our principal contracts based on implied forward rates on European Money Markets Institute Euribor rates and a short-term Sterling contract based on the ICE LIBOR rate, as well as Gilts and the SONIA contract. We also offer markets in other key commodity and financial benchmarks such as: sugar, cocoa, cotton, coffee, MSCI
®
World, MSCI
®
Emerging Markets, MSCI
®
EAFE, the FTSE
®
100 and the USDX®. In our cash equities markets, as evidenced by our leading market share, the NYSE's unique market model and technology delivers low levels of volatility and provides participants with deep liquidity.
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Risk Management Expertise:
We offer a range of central clearing and related risk management services to promote the liquidity and security of our markets in jurisdictions around the world to meet local regulatory and operational needs in key financial market centers. The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’ identities as reliable and secure marketplaces for global transactions. Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk.
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Unique Derived Data Services:
Our global data services business consists of unique information derived from our various execution venues and clearing houses, as well as analytics, valuation services, reference data, desktops, indices and connectivity solutions. Our acquisitions, including of the BofAML Indices, SuperDerivatives, Interactive Data, Standard & Poor’s Securities Evaluations, Inc., or SPSE, and Credit Market Analysis have served to expand our data services to better address the rising demand for independent, real-time information, which is being driven by regulation, market fragmentation, technology and data demands, passive investing and indexation. We believe our data services are relevant to our clients’ business operations regardless of market volatility and price levels due to the need for continuous information and analysis.
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Global Distribution:
We operate multiple trading venues, including 12 regulated exchanges, as well as six clearing houses, which are strategically-positioned in major market centers around the world, including the U.S., U.K., EU, Canada and Singapore. Our ICE Global Network, which is our highly secure, resilient and low latency connectivity offering, provides connectivity to over 150 trading venues and data from over 600 third-party sources, including ICE-operated markets and data services.
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Technology:
Our proprietary systems are built using state-of-the-art technology and support the entire risk management workflow: trading and clearing technology, multi-asset class analytics, risk management tools, a robust data offering, instant messaging capabilities and flexible connectivity and delivery solutions. We employ a significant number of employees in technology-related activities, including product management, system architecture, software development, network engineering, server maintenance and continuity, information security, system and data performance, systems analysis, quality assurance, database administration and customer technical support. Speed, reliability, resilience, capacity and security are critical performance criteria for electronic trading platforms. Connectivity to our trading platform for our markets is available through our web-based front-end, as well as multiple ISVs and APIs.
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In our derivatives markets, we face competition from multiple exchanges in the U.S. and globally. Some of these exchanges are consortiums formed by banks and exchanges.
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We face competition from electronic trading systems, third-party clearing houses and technology firms. Additional ventures could form, or have been formed, to provide services that could potentially compete with certain services that we provide.
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We compete with voice brokers active in the credit derivatives markets, other electronic trading platforms for derivatives, clearing houses and market data vendors. ICE Swap Trade and Creditex compete with other swap execution facilities, or SEFs, and large inter-dealer brokers in the credit derivatives market.
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We face significant competition with respect to equities trading, and this competition is expected to remain intense. Our current and prospective competitors include regulated markets, dark pools and other alternative trading systems, or ATSs, market makers and other execution venues. We also face competition from large brokers and customers that may assume the role of principal and act as counterparty to orders originating from retail customers, or by matching their respective order flows through bilateral trading arrangements, including through internalization of order flow. NYSE Arca and NYSE American Options face considerable competition in the equity options markets; their principal U.S. competitors are the Cboe and Nasdaq.
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Our fixed income trading venues, which include ICE Credit Trade, BondPoint, TMC Bonds, LLC, or TMC Bonds, and NYSE Bonds, compete with other electronic trading venues. Our platforms also compete for volume traded bilaterally or trading activity that is not done through an electronic venue.
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ICE Data Services faces intense competition in all aspects of its business. We broadly compete with purchased third-party information and services from large global suppliers of financial market data. Our Exchange Data products compete with similar offerings by other exchange groups, and that competition for order flow among the exchange groups and other alternative trading venues constrains the pricing for our proprietary data products. Our Pricing and Analytics services compete with information obtained from informal industry relationships and sources, such as broker quotes as well as other index and portfolio analytics providers. Our Connectivity business competes with other extranet providers.
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Our principal competitor for corporate listings in the U.S. is Nasdaq. For ETF listings, we compete with Nasdaq and Cboe Global Markets. We also face competition for foreign issuer listings from a number of stock exchanges outside the U.S. As other liquidity venues and new entrants seek exchange status, we may face more competition for trading volume and listings.
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expand our data offerings and the markets we serve to address the rising demand for information;
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enhance our extensive trading, clearing and risk management capabilities;
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maintain leadership in our listings businesses;
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further develop our technology infrastructure and increase distribution; and
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strengthen competitive position through select acquisitions and strategic relationships.
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a high-tech/ high-touch platform that combines technology and human judgment;
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the NYSE's proprietary hybrid trading model including access to Designated Market Makers, or DMMs, Supplemental Liquidity Providers, or SLPs, and NYSE Floor Brokers;
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the deepest pools of liquidity; and
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lower volatility and tighter spreads, particularly during times of heightened volatility.
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guidance through the complete listings process, including expert consultations around regulatory and legal items;
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over a decade of experience in listing more than 2,900 ETFs across a wide range of asset classes and investment strategies;
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a focus on customer service from experienced ETF professionals;
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the highest liquidity in ETFs of any exchange and some of the most narrow quoted bid / ask spreads; and
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Lead Market Maker, or LMM, and incentive programs.
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MERS:
On October 3, 2018, we completed the purchase of all remaining interests and accordingly, own
100%
of MERS. On that date, we gained control of MERS and began to include MERS's results as part of our consolidated operations. MERS is now part of ICE Mortgage Services.
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TMC Bonds:
In July 2018, we acquired TMC Bonds. TMC Bonds is an electronic fixed income marketplace, supporting anonymous trading across multiple trading protocols in various asset classes, including municipals, corporates, treasuries, agencies and certificates of deposit.
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Chicago Stock Exchange:
In July 2018, we acquired CHX Holdings, Inc., the parent company of the Chicago Stock Exchange, or CHX, a full-service stock exchange, including trading, data and corporate listings services. CHX operates as a registered national securities exchange.
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BondPoint:
In January 2018, we acquired 100% of BondPoint from Virtu Financial, Inc. BondPoint is a leading provider of electronic fixed income trading solutions for the buy-side and sell-side offering access to centralized liquidity and automated trade execution services through its ATS.
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Euroclear:
In October 2017, we acquired a 4.7% stake in Euroclear. In February 2018, we acquired an additional 5.1% stake in Euroclear. Euroclear is a leading provider of post-trade services, including settlement, central securities depositories and related services for cross-border transactions across asset classes.
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Our U.S. futures exchange, ICE Futures U.S., is subject to extensive regulation by the Commodity Futures Trading Commission, or CFTC, under the Commodity Exchange Act, or CEA. The CEA generally requires that futures trading in the U.S. be conducted on a commodity exchange registered as a Designated Contract Market, or DCM. As a registered DCM, ICE Futures U.S. is a self-regulatory organization, or SRO, that has implemented rules and procedures to comply with the core principles applicable to it under the CEA.
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In the U.K., ICE Futures Europe is a Recognized Investment Exchange, or RIE, in accordance with the Financial Services and Markets Act 2000, or FSMA. Like U.S. regulated derivatives markets, RIEs are SROs with surveillance and compliance responsibilities.
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In the EU, ICE Endex is a regulated market in the Netherlands and its derivative markets are licensed under the Dutch Financial Services Act and supervised by the Dutch National Bank, or DNB, and the Netherlands Authority for the Financial Markets, or AFM.
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In Singapore, ICE Futures Singapore is an approved exchange and is supervised by the Monetary Authority of Singapore, or MAS.
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ICE Clear Credit, ICE Clear U.S. and ICE NGX are regulated by the CFTC as Derivatives Clearing Organizations, or DCOs. DCOs are subject to extensive regulation by the CFTC under the CEA. The Financial Stability Oversight Council, or FSOC, has designated ICE Clear Credit as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. As such, ICE Clear Credit has access to the Federal Reserve System and holds deposits of $
19.5 billion
of its U.S. dollar cash in its cash accounts at the Federal Reserve as of
December 31, 2018
.
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ICE Clear Europe, which is primarily regulated in the U.K. by the Bank of England, or BOE, as a Recognized Clearing House, or RCH, is also subject to regulation by the CFTC as a DCO. Both ICE Clear Credit and ICE Clear Europe are also regulated by the SEC as clearing agencies because they clear security-based swaps.
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In the EU, ICE Clear Netherlands is an authorized central counterparty and is regulated by the DNB and AFM.
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In Singapore, ICE Clear Singapore is an approved clearing house supervised by the MAS.
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In our cash equities and options markets, NYSE, NYSE Arca, NYSE American, NYSE National and CHX are national securities exchanges and, as such, are SROs and subject to oversight by the SEC. Accordingly, our U.S. securities exchanges are regulated by the SEC and, in turn, are the regulators of their members. As national securities exchanges, NYSE, NYSE Arca, NYSE American, NYSE National and CHX must comply with, and enforce compliance by their members with, the Securities Exchange Act of 1934, or the Exchange Act.
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Our U.S.-based execution oriented fixed income markets are operated by our two SEC-registered broker-dealers, Creditex Securities Corporation, which operates two SEC registered alternative trading systems, ICE BondPoint and ICE Credit Trade, and TMC Bonds, which operates the TMC Bonds alternative trading system. Both Creditex Securities Corporation and TMC Bonds are subject to oversight by the SEC and are members of the Financial Industry Regulatory Authority, or FINRA, and are registered with the Municipal Securities Rulemaking Board, self-regulatory organizations that regulate broker-dealers in the U.S.
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Our U.K.-based execution-oriented fixed income market is operated by Creditex Brokerage, L.L.P., which is an operator of a multilateral trading facility, or MTF, and ICE Markets Limited, which acts as the matched principal counterparty to transactions arranged on the MTF operated by Creditex Brokerage. Both Creditex Brokerage and ICE Markets Limited are regulated by the U.K.’s Financial Conduct Authority, or FCA.
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The harmonization of regulations globally.
Global regulations are not fully harmonized and several of the regulations under the Markets in Financial Instruments Directive II, or MiFID II, are inconsistent with U.S. rules. In addition, in 2017, the CFTC announced its new agenda calling for regulatory simplification and the reduction of regulatory burdens. The CFTC is looking to restructure its rules by moving back to a more principles-based approach. As a result, there is potential for further divergence between MiFID II and U.S. rules if the U.S. makes changes to financial regulations while the EU finalizes its implementation of MiFID II.
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The proposed revisions to the regulatory structure of non-EU clearing houses.
In June 2017, the European Commission published a proposal to revise the current regulatory structure for non-EU clearing houses. The nature and extent of the regulation would depend on the “impact” of a non-EU clearing house’s business in the EU. Details on the classification of non-EU clearing will be established by the European Commission, or EC, in cooperation with the European Securities and Markets Authority, or ESMA, and the European System of Central Banks. The proposal is in the process of legislative review by the European Parliament and the EU Member States, and is subject to change. The proposal could have an impact on our non-EU clearing houses and lead to increased regulation to the extent they are doing business in Europe.
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Requirement that European exchanges and CCPs offer non-discriminatory access.
The non-discriminatory access provisions of MiFID II would require our European exchanges and central counterparty, or CCP, clearing houses to offer access to third parties on commercially reasonable terms. In addition, MiFID II could require our European exchanges and CCPs to allow participants to trade and/or clear at other venues, which may encourage competing venues to offer lookalikes of our products. In June 2016, the EU approved a 12-month postponement of implementation and compliance with this provision of MiFID II to January 3, 2018. On January 3, 2018, ICE Futures Europe and ICE Clear Europe received a deferral from the FCA and the BOE, respectively, which delays the non-discriminatory access provision of MiFID II until July 3, 2020. In addition, on February 28, 2018, the AFM granted ICE Endex and ICE Clear Netherlands a deferral which delays the non-discriminatory access provisions for those entities until July 3, 2020.
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|
Basel III capital charges.
The implementation of capital charges in Basel III, particularly, the Supplemental Leverage Ratio with respect to certain clearing members of central counterparties. These new standards may impose burdensome capital requirements on our clearing members and customers that may disincentivize clearing. The Federal Reserve Board and Office of the Comptroller of the Currency have proposed rule changes to the leverage ratio requirements, but these regulations still may have an impact on our clearing members.
|
•
|
The review of prudential requirements for European investment firms.
In December 2018 the EC published a proposal on the review of the prudential framework for investment firms, which aims to introduce more proportionate and risk-sensitive rules for investment firms. The proposal is currently in the process of legislative review by the European Parliament and the EU Member States, and is subject to change. In its current form, the proposal imposes disproportionate capital requirements on proprietary trading firms which could encourage them to withdraw from the role of providing liquidity to our markets. The proposal also includes changes to the Markets in Financial Instruments Regulation, or MiFIR, third country framework, which could have a negative impact on the ability of third country firms to access our markets in Europe.
|
•
|
Position limits.
The adoption and implementation of position limit rules in the U.S. and the EU could have an impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent rules. P
osition limits became effective in the EU beginning January 2018 under MiFID II.
The FCA has published certain position limits for commodity contracts. In certain cases, the position limits are lower than on U.S. trading venues and in certain cases position limits are higher than U.S. equivalent contracts. The FCA is reviewing the issued position limits. Conversely, in December 2016, the CFTC re-proposed the position limit rules. There is potential for further divergence between MiFID II and U.S. position limit rules if the U.S. makes changes to the financial regulations while the EU does not review MiFID II.
|
•
|
A proposed European financial transaction tax.
Although a number of Member States can envisage such a tax, many details remain to be discussed and agreed, including how to assess the tax at a Member State level. Implementation of a financial transaction tax could result in a reduction in volumes and liquidity which would have a negative impact on our European operations, if adopted.
|
•
|
The EU Benchmark Regulation, or BMR.
The regulation was adopted in June 2016 and applies from January 2018. Under the BMR, benchmarks provided by a third country benchmark administrator may be used by EU-supervised entities provided that the EC has adopted an equivalence decision or the administrator has been recognized or endorsed and the benchmarks are listed on the register established by ESMA. The BMR provides for a transition period which applies
|
•
|
Brexit timing and implications.
In March 2017, the U.K. officially triggered Article 50 and notified the EU of its intention of leaving the EU following the U.K.’s June 2016 referendum vote to leave the EU (commonly known as Brexit). The triggering of Article 50 begins the process of withdrawal from the EU, which will last two years unless extended by the unanimous decision of Member States or withdrawn by the U.K. prior to the end of the two-year withdrawal period. In November 2018, the U.K. and the 27 other countries involved in Brexit negotiations, commonly referred to as the EU27, agreed upon the terms of a withdrawal agreement which sets out the terms of the U.K.’s withdrawal from the EU and includes a transitional period until December 31, 2020, during which EU law will continue to apply in and to the U.K. The withdrawal agreement will need to be ratified by the EU and the U.K. before it can enter into force and ratification is uncertain.
|
•
|
Continued access by EU market participants to U.K. CCPs and exchanges
.
In anticipation of Brexit, in December 2018, the EC adopted an equivalence decision regarding the U.K.’s legal and supervisory arrangements for CCPs. In addition, ESMA indicated its intention to complete the recognition of U.K. CCPs pursuant to the EC equivalence decision in a timely manner. Together, the equivalence decision of the EC and the final recognition decisions of ESMA will permit EU market participants to continue clearing through U.K. CCPs, such as ICE Clear Europe, for 12 months as of March 30, 2019 in the case of a U.K. exit from the EU without a transition period. Separately, following Brexit, ICE Futures Europe will continue to be able to permit access by persons in the EU to trading on its platform, even in the absence of a transition agreement. However, the lack of an equivalence decision and corresponding transition period may result in increased costs for certain EU market participants which could impact trading on ICE Futures Europe. Additionally, ICE Futures Europe will require local permissions or exemptions in certain EU jurisdictions to permit access to persons from the relevant EU jurisdictions in the case of a U.K. exit without a transition period. The impact to our business and corresponding regulatory changes remain uncertain at this time. We are monitoring the impact to our business as a result of these discussions and are pursuing avenues to facilitate continued access for EU customers to our services in the event the U.K. exits the EU without a transition period.
|
•
|
The SEC Transaction Fee Pilot.
In December 2018, the SEC adopted a Transaction Fee Pilot. The adoption establishes a pilot program, for at least one-year and up to two-years, that will limit the fees charged and rebates paid by our five securities exchanges in certain securities to be designated by the SEC. The SEC has not yet announced the date that this Transaction Fee Pilot will commence.
|
•
|
a reduction in the number of market participants that use our platform;
|
•
|
a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading;
|
•
|
regulatory or legislative changes impacting our customers and financial markets;
|
•
|
a prolonged decrease in volatility in the financial markets;
|
•
|
heightened capital requirements or mandated reductions in leverage resulting from new regulation;
|
•
|
transactions effected on any of our markets or cleared through our clearing houses being reclassified as a result of regulatory or legal requirements;
|
•
|
defaults by clearing or exchange members or the inability of participants to pay out contractual obligations;
|
•
|
changes to our contract specifications that are not viewed favorably by our market participants; or
|
•
|
reduced access to or availability of capital required to fund trading activities.
|
•
|
global and domestic economic, political and market conditions;
|
•
|
concerns over inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy - including actions by the Federal Reserve and other foreign monetary units governing bodies, and investor and consumer confidence levels;
|
•
|
weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;
|
•
|
war, acts of terrorism and any unforeseen market closures or disruptions in trading;
|
•
|
political developments impacting international trade, including continued uncertainty surrounding Brexit, trade disputes and increased tariffs, particularly between the U.S. and China;
|
•
|
real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources; and
|
•
|
credit quality of market participants, the availability of capital and the levels of assets under management.
|
•
|
regulated, diversified futures exchanges globally that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange;
|
•
|
exchanges offering listing and trading of cash equities, ETFs, closed-end funds and other structured products similar to those offered by us;
|
•
|
market data and information vendors;
|
•
|
interdealer brokers active in the global credit derivatives markets;
|
•
|
existing and newly formed electronic trading platforms, service providers and other exchanges;
|
•
|
other clearing houses; and
|
•
|
consortiums of our customers, members or market participants that may pool their trading activity to establish new exchanges, trading platforms or clearing facilities.
|
•
|
unanticipated disruption in service to our participants;
|
•
|
slower response time and delays in our participants’ trade execution and processing;
|
•
|
failed settlement by participants to whom we provide trade confirmation or clearing services;
|
•
|
incomplete or inaccurate accounting, recording or processing of trades;
|
•
|
failure to complete the clearing house margin settlement process resulting in significant financial risk;
|
•
|
distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity; and
|
•
|
financial loss to us or those who depend on our systems and data.
|
•
|
manage the complexity of its business model to stay current with the industry;
|
•
|
successfully enter categories and markets in which it may have limited or no prior experience;
|
•
|
apply distributed ledger technology to a global ecosystem for digital assets;
|
•
|
successfully develop and integrate Bakkt products, systems or personnel into its business operations; and
|
•
|
establish the trading volume in Bakkt's Bitcoin futures contract, or any subsequent products released by Bakkt.
|
Location
|
|
Owned/Leased
|
|
Lease Expiration
|
|
Approximate Size
|
|
||||
5660 New Northside Drive
Atlanta, Georgia
|
|
|
Owned
|
|
|
N/A
|
|
|
273,000 sq. ft.
|
|
|
11 Wall Street
New York, New York
|
|
|
Owned
|
|
|
N/A
|
|
|
370,000 sq. ft.
|
|
|
Basildon, U.K.
|
|
|
Owned
|
|
|
N/A
|
|
|
539,000 sq. ft.
|
|
|
Mahwah, New Jersey
|
|
|
Leased
|
|
|
2028
|
|
|
396,000 sq. ft.
|
|
|
60 Codman Hill Road Boxborough, Massachusetts
|
|
|
Leased
|
|
|
2019
|
|
|
100,000 sq. ft.
|
|
|
55 East 52
nd
Street
New York, New York
|
|
|
Leased
|
|
|
2028
|
|
|
93,000 sq. ft.
|
|
|
32 Crosby Drive Bedford, Massachusetts
|
|
|
Leased
|
|
|
2026
|
|
|
82,000 sq. ft.
|
|
|
Milton Gate London, U.K.
|
|
|
Leased
|
|
|
2024
|
|
|
70,000 sq. ft.
|
|
|
Fitzroy House London, U.K.
|
|
|
Leased
|
|
|
2025
|
|
|
68,000 sq. ft.
|
|
|
100 Church Street New York, New York
|
|
|
Leased
|
|
|
2024
|
|
|
65,000 sq. ft.
|
|
|
132 Menachem Begin Rd Tel Aviv, Israel
|
|
|
Leased
|
|
|
2022
|
|
|
65,000 sq. ft.
|
|
|
353 North Clark Street Chicago, Illinois
|
|
|
Leased
|
|
|
2027
|
|
|
57,000 sq. ft.
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options and rights (in thousands)
(a) |
|
Weighted average exercise price of outstanding options
(b) |
|
Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) |
||||
Equity compensation plans approved by security holders
(1)
|
8,867
|
|
(1)
|
$
|
46.44
|
|
(1)
|
36,619
|
|
Equity compensation plans not approved by security holders
(2)
|
89
|
|
(2)
|
—
|
|
(2)
|
—
|
|
|
TOTAL
|
8,956
|
|
|
$
|
46.44
|
|
|
36,619
|
|
(1)
|
The 2000 Stock Option Plan was approved by our stockholders in June 2000. The 2009 Omnibus Incentive Plan was approved by our stockholders in May 2009. The 2013 Omnibus Employee Incentive Plan and the 2013 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2013. The stockholders of NYSE approved the NYSE Amended and Restated Omnibus Incentive Plan in April 2013. The 2017 Omnibus Employee Incentive Plan was approved by our stockholders in May 2017. Of the 8.9 million securities to be issued upon exercise, 3.6 million are options with a weighted average exercise price of $46.44 and the remaining 5.3 million securities are restricted stock shares that do not have an exercise price. The 2018 Employee Stock Purchase Plan was approved by stockholders in May 2018.
|
(2)
|
This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors. All of the 89,000 securities to be issued are restricted stock shares that do not have an exercise price. For more information concerning these plans, see Note 11 to our consolidated financial statements, which are included in this Annual Report.
|
Period
(2018)
|
Total number of shares purchased
(in thousands)
|
Average price
paid per share
|
Total number of shares purchased as part of publicly announced plans or programs
(in thousands)
|
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions)
|
October 1 - October 31
|
1,522
|
$74.37
|
15,916
|
$28
|
November 1 - November 30
|
341
|
$77.77
|
16,257
|
$2
|
December 1 - December 31
|
—
|
N/A
|
16,257
|
$2
|
Total
|
1,863
|
$74.99
|
16,257
|
$2
|
|
Year Ended December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
(In millions, except for per share data)
|
|||||||||||||||||||
Consolidated Statement of Income Data
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction and clearing, net
(2)
|
$
|
3,483
|
|
|
$
|
3,131
|
|
|
$
|
3,384
|
|
|
$
|
3,228
|
|
|
$
|
3,144
|
|
Data services
|
2,115
|
|
|
2,084
|
|
|
1,978
|
|
|
871
|
|
|
691
|
|
|||||
Listings
|
444
|
|
|
426
|
|
|
432
|
|
|
405
|
|
|
367
|
|
|||||
Other revenues
|
234
|
|
|
202
|
|
|
177
|
|
|
178
|
|
|
150
|
|
|||||
Total revenues
|
6,276
|
|
|
5,843
|
|
|
5,971
|
|
|
4,682
|
|
|
4,352
|
|
|||||
Transaction-based expenses
(2)
|
1,297
|
|
|
1,205
|
|
|
1,459
|
|
|
1,344
|
|
|
1,260
|
|
|||||
Total revenues, less transaction-based expenses
|
4,979
|
|
|
4,638
|
|
|
4,512
|
|
|
3,338
|
|
|
3,092
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
994
|
|
|
946
|
|
|
953
|
|
|
611
|
|
|
592
|
|
|||||
Professional services
|
131
|
|
|
121
|
|
|
137
|
|
|
139
|
|
|
181
|
|
|||||
Acquisition-related transaction and integration costs
(3)
|
34
|
|
|
36
|
|
|
80
|
|
|
88
|
|
|
129
|
|
|||||
Technology and communication
|
432
|
|
|
397
|
|
|
374
|
|
|
203
|
|
|
188
|
|
|||||
Rent and occupancy
|
68
|
|
|
69
|
|
|
70
|
|
|
57
|
|
|
78
|
|
|||||
Selling, general and administrative
|
151
|
|
|
155
|
|
|
116
|
|
|
116
|
|
|
143
|
|
|||||
Depreciation and amortization
|
586
|
|
|
535
|
|
|
610
|
|
|
374
|
|
|
333
|
|
|||||
Total operating expenses
|
2,396
|
|
|
2,259
|
|
|
2,340
|
|
|
1,588
|
|
|
1,644
|
|
|||||
Operating income
|
2,583
|
|
|
2,379
|
|
|
2,172
|
|
|
1,750
|
|
|
1,448
|
|
|||||
Other income (expense), net
(4)
|
(63
|
)
|
|
147
|
|
|
(129
|
)
|
|
(97
|
)
|
|
(41
|
)
|
|||||
Income from continuing operations before income tax expense (benefit)
|
2,520
|
|
|
2,526
|
|
|
2,043
|
|
|
1,653
|
|
|
1,407
|
|
|||||
Income tax expense (benefit)
(5)
|
500
|
|
|
(28
|
)
|
|
586
|
|
|
358
|
|
|
402
|
|
|||||
Income from continuing operations
|
2,020
|
|
|
2,554
|
|
|
1,457
|
|
|
1,295
|
|
|
1,005
|
|
|||||
Income (loss) from discontinued operations, net of tax
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Net income
|
$
|
2,020
|
|
|
$
|
2,554
|
|
|
$
|
1,457
|
|
|
$
|
1,295
|
|
|
$
|
1,016
|
|
Net income attributable to non-controlling interest
|
(32
|
)
|
|
(28
|
)
|
|
(27
|
)
|
|
(21
|
)
|
|
(35
|
)
|
|||||
Net income attributable to ICE
(7)
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
$
|
1,430
|
|
|
$
|
1,274
|
|
|
$
|
981
|
|
Basic earnings (loss) per share attributable to ICE common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.46
|
|
|
$
|
4.29
|
|
|
$
|
2.40
|
|
|
$
|
2.29
|
|
|
$
|
1.70
|
|
Discontinued operations
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||||
Basic earnings per share
|
$
|
3.46
|
|
|
$
|
4.29
|
|
|
$
|
2.40
|
|
|
$
|
2.29
|
|
|
$
|
1.72
|
|
Basic weighted average common shares outstanding
(7)
|
575
|
|
|
589
|
|
|
595
|
|
|
556
|
|
|
570
|
|
|||||
Diluted earnings (loss) per share attributable to ICE common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
Discontinued operations
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||||
Diluted earnings per share
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
|
$
|
2.28
|
|
|
$
|
1.71
|
|
Diluted weighted average common shares outstanding
(7)
|
579
|
|
|
594
|
|
|
599
|
|
|
559
|
|
|
573
|
|
|||||
Dividend per share
|
$
|
0.96
|
|
|
$
|
0.80
|
|
|
$
|
0.68
|
|
|
$
|
0.58
|
|
|
$
|
0.52
|
|
(1)
|
We acquired several companies during the periods presented and have included the financial results of these companies effective from the respective acquisition dates. Refer to Note 3 to our consolidated financial statements, included in this Annual Report, for more information on these acquisitions.
|
(2)
|
Our transaction and clearing fees are presented net of rebates paid to our customers. We also report transaction-based expenses relating to Section 31 fees and payments made for routing services and to certain U.S. equities liquidity providers. For a discussion of these rebates, see Item 7 “- Management’s Discussion and Analysis of
|
(3)
|
Acquisition-related transaction and integration costs include fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, deal-related bonuses to certain of our employees, as well as costs associated with credit facilities and other external costs directly related to acquisitions and other strategic opportunities. We incurred integration costs during 2018, 2017, 2016 and 2015 relating to our Interactive Data acquisition and during 2016, 2015 and 2014 relating to our NYSE acquisition, primarily related to employee termination costs, lease terminations costs, costs incurred relating to the IPO of Euronext, transaction-related bonuses and professional services costs incurred relating to the integrations.
|
(4)
|
Other income (expense), net during 2018 includes a
$110 million
gain on our initial investment value in MERS recorded on October 3, 2018, the date we completed our acquisition, interest expense of $244 million and interest income of $22 million. Other income (expense), net during 2017 includes a $167 million realized net investment gain in connection with our sale of Cetip and a $110 million net gain on our divestiture of Trayport, interest expense of $187 million and interest income of $8 million. Refer to Notes 3 and 4 to our consolidated financial statements and related notes, which are included in this Annual Report, for more information.
|
(5)
|
The income tax benefit in 2017 and lower income tax expense in 2015 are primarily due to the deferred tax benefit associated with future U.S. income tax rate reductions of $764 million in 2017 and the deferred tax benefit associated with future U.K. income tax rate reductions along with certain favorable settlements with various taxing authorities of $75 million in 2015. See Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Consolidated Income Tax Provision” included in this Annual Report for more information on these items.
|
(6)
|
During 2014, we sold 100% of our wholly-owned subsidiary, Euronext, in connection with Euronext’s IPO, and we sold our entire interest in
three
companies that comprised the former NYSE Technologies (NYFIX, Metabit and Wombat). We treated the sale of these entities as discontinued operations for all periods presented from their acquisition on November 13, 2013 to their dispositions.
|
|
As of December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
(In millions)
|
|||||||||||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
724
|
|
|
$
|
535
|
|
|
$
|
407
|
|
|
$
|
627
|
|
|
$
|
652
|
|
Margin deposits, guaranty funds and delivery contracts receivable
(1)
|
63,955
|
|
|
51,222
|
|
|
55,150
|
|
|
51,169
|
|
|
47,458
|
|
|||||
Total current assets
|
66,692
|
|
|
53,562
|
|
|
57,133
|
|
|
53,313
|
|
|
50,232
|
|
|||||
Goodwill and other intangible assets, net
(2)
|
23,547
|
|
|
22,485
|
|
|
22,711
|
|
|
22,837
|
|
|
16,315
|
|
|||||
Total assets
|
92,791
|
|
|
78,264
|
|
|
82,003
|
|
|
77,987
|
|
|
68,254
|
|
|||||
Margin deposits, guaranty funds and delivery contracts payable
(1)
|
63,955
|
|
|
51,222
|
|
|
55,150
|
|
|
51,169
|
|
|
47,458
|
|
|||||
Total current liabilities
|
66,108
|
|
|
54,175
|
|
|
58,617
|
|
|
54,743
|
|
|
50,436
|
|
|||||
Short-term and long-term debt
(2)
|
7,441
|
|
|
6,100
|
|
|
6,364
|
|
|
7,308
|
|
|
4,277
|
|
|||||
Equity
(2)
|
17,231
|
|
|
16,985
|
|
|
15,775
|
|
|
14,840
|
|
|
12,392
|
|
(1)
|
Clearing members of our clearing houses are required to deposit original margin and variation margin and for our clearing houses other than ICE NGX, to make deposits to a guaranty fund. The cash deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheet as current assets with corresponding current liabilities to the clearing members that deposited them. We also account for the physical delivery of our energy contracts for ICE NGX following its acquisition in December 2017. Refer to Note 14 to our consolidated financial statements, included in this Annual Report, for more information on these items.
|
(2)
|
The increases in our equity, goodwill and other intangible assets, and debt as of December 31, 2015 primarily relates to our acquisition of Interactive Data. Refer to Notes 3, 8 and 10 to our consolidated financial statements, included in this Annual Report, for more information on these items.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Revenues, less transaction-based expenses
|
$
|
4,979
|
|
|
$
|
4,638
|
|
|
7
|
%
|
|
$
|
4,638
|
|
|
$
|
4,512
|
|
|
3
|
%
|
Operating expenses
|
$
|
2,396
|
|
|
$
|
2,259
|
|
|
6
|
%
|
|
$
|
2,259
|
|
|
$
|
2,340
|
|
|
(3
|
)%
|
Adjusted operating expenses
(1)
|
$
|
2,071
|
|
|
$
|
1,947
|
|
|
6
|
%
|
|
$
|
1,947
|
|
|
$
|
1,955
|
|
|
—
|
%
|
Operating income
|
$
|
2,583
|
|
|
$
|
2,379
|
|
|
9
|
%
|
|
$
|
2,379
|
|
|
$
|
2,172
|
|
|
10
|
%
|
Adjusted operating income
(1)
|
$
|
2,908
|
|
|
$
|
2,691
|
|
|
8
|
%
|
|
$
|
2,691
|
|
|
$
|
2,557
|
|
|
5
|
%
|
Operating margin
|
52
|
%
|
|
51
|
%
|
|
1 pt
|
|
|
51
|
%
|
|
48
|
%
|
|
3 pts
|
|
||||
Adjusted operating margin
(1)
|
58
|
%
|
|
58
|
%
|
|
—
|
|
|
58
|
%
|
|
57
|
%
|
|
1 pt
|
|
||||
Other income (expense), net
|
$
|
(63
|
)
|
|
147
|
|
|
n/a
|
|
|
147
|
|
|
(129
|
)
|
|
n/a
|
|
|||
Income tax expense (benefit)
|
$
|
500
|
|
|
$
|
(28
|
)
|
|
n/a
|
|
|
$
|
(28
|
)
|
|
$
|
586
|
|
|
n/a
|
|
Effective tax rate
|
20
|
%
|
|
(1
|
)%
|
|
21 pts
|
|
|
(1
|
)%
|
|
29
|
%
|
|
(30 pts)
|
|
||||
Net income attributable to ICE
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
(21
|
)%
|
|
$
|
2,526
|
|
|
$
|
1,430
|
|
|
77
|
%
|
Adjusted net income attributable to ICE
(1)
|
$
|
2,077
|
|
|
$
|
1,764
|
|
|
18
|
%
|
|
$
|
1,764
|
|
|
1,673
|
|
|
5
|
%
|
|
Diluted earnings per share attributable to ICE common stockholders
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
(19
|
)%
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
|
78
|
%
|
Adjusted diluted earnings per share attributable to ICE common stockholders
(1)
|
$
|
3.59
|
|
|
$
|
2.97
|
|
|
21
|
%
|
|
$
|
2.97
|
|
|
$
|
2.79
|
|
|
6
|
%
|
Cash flows from operating activities
|
$
|
2,533
|
|
|
$
|
2,085
|
|
|
21
|
%
|
|
$
|
2,085
|
|
|
$
|
2,149
|
|
|
(3
|
)%
|
•
|
Revenues, less transaction-based expenses, increased $341 million in
2018
from
2017
. The increase in revenues includes $26 million in favorable foreign exchange effects arising from the weaker U.S. dollar in
2018
from
2017
.
|
•
|
Revenues, less transaction-based expenses, increased $126 million in 2017 from 2016. The increase in revenues includes $22 million in unfavorable foreign exchange effects arising from the strengthening U.S. dollar in 2017 from 2016.
|
•
|
Operating expenses increased $137 million in
2018
from
2017
. The increase in operating expenses includes $11 million in unfavorable foreign exchange effects arising from the weaker U.S. dollar in
2018
from
2017
.
|
•
|
Operating expenses decreased $81 million in 2017 from 2016. The decrease in operating expenses includes $13 million in favorable foreign exchange effects arising from the strengthening U.S. dollar in 2017 from 2016.
|
•
|
In connection with our acquisition of MERS, we recorded a
$110 million
gain in other income during 2018. In connection with Cetip’s merger with BM&FBOVESPA S.A., now B3, we recognized a $167 million net realized investment gain in other income, net in 2017. We also recognized a net gain of $110 million in connection with our divestiture of Trayport in other income (expense), net in 2017.
|
•
|
Excluding the 2017 deferred tax benefit from the U.S. tax law changes, the 2018 effective tax rate is lower than the 2017 effective tax rate due to the TCJA, which reduced the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, tax benefits from our acquisition of MERS, deferred tax benefits from the U.S. tax rate reduction resulting from changes in estimates and additional tax benefits associated with our sale of Trayport.
|
•
|
The 2017 effective tax rate is lower than the 2016 effective tax rate due to a $764 million deferred tax benefit associated with the enactment of the TCJA in 2017.
|
•
|
globalization of exchanges, customers and competitors;
|
•
|
lower interest rates and financial markets uncertainty;
|
•
|
rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology;
|
•
|
evolving and disparate regulation across multiple jurisdictions;
|
•
|
increasing focus on capital and cost efficiencies; and
|
•
|
consolidation and increasing competition among global markets for trading, clearing and listings.
|
•
|
increasing global regulatory demands;
|
•
|
greater use of fair value accounting standards and reliance on independent valuations;
|
•
|
greater emphasis on risk management;
|
•
|
market fragmentation driven by regulatory changes;
|
•
|
the move to passive investing and indexation;
|
•
|
ongoing growth in the size and diversity of financial markets;
|
•
|
increased automation of fixed income and other less automated markets;
|
•
|
the development of new data products;
|
•
|
the demand for greater data capacity and connectivity;
|
•
|
new entrants; and
|
•
|
increasing demand for outsourced services by financial institutions.
|
•
|
Trading and Clearing, which comprises our transaction-based execution and clearing businesses; and
|
•
|
Data and Listings, which comprises our subscription-based data services and securities listings businesses.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options contracts
|
$
|
965
|
|
|
$
|
909
|
|
|
6
|
%
|
|
$
|
909
|
|
|
$
|
865
|
|
|
5
|
%
|
Agricultural and metals futures and options contracts
|
251
|
|
|
216
|
|
|
16
|
|
|
216
|
|
|
228
|
|
|
(5
|
)
|
||||
Financial futures and options contracts
|
354
|
|
|
326
|
|
|
9
|
|
|
326
|
|
|
318
|
|
|
2
|
|
||||
Cash equities and equity options
|
1,624
|
|
|
1,491
|
|
|
9
|
|
|
1,491
|
|
|
1,780
|
|
|
(16
|
)
|
||||
Fixed income and credit
|
240
|
|
|
139
|
|
|
72
|
|
|
139
|
|
|
143
|
|
|
(2
|
)
|
||||
OTC and other transactions
|
49
|
|
|
50
|
|
|
(2
|
)
|
|
50
|
|
|
50
|
|
|
1
|
|
||||
Transaction and clearing, net
|
3,483
|
|
|
3,131
|
|
|
11
|
|
|
3,131
|
|
|
3,384
|
|
|
(7
|
)
|
||||
Other revenues
|
234
|
|
|
202
|
|
|
16
|
|
|
202
|
|
|
177
|
|
|
14
|
|
||||
Revenues
|
3,717
|
|
|
3,333
|
|
|
12
|
|
|
3,333
|
|
|
3,561
|
|
|
(6
|
)
|
||||
Transaction-based expenses
|
1,297
|
|
|
1,205
|
|
|
8
|
|
|
1,205
|
|
|
1,459
|
|
|
(17
|
)
|
||||
Revenues, less transaction-based expenses
|
2,420
|
|
|
2,128
|
|
|
14
|
|
|
2,128
|
|
|
2,102
|
|
|
1
|
|
||||
Other operating expenses
|
686
|
|
|
592
|
|
|
16
|
|
|
592
|
|
|
573
|
|
|
3
|
|
||||
Depreciation and amortization
|
215
|
|
|
187
|
|
|
16
|
|
|
187
|
|
|
243
|
|
|
(23
|
)
|
||||
Acquisition-related transaction and integration costs
|
10
|
|
|
2
|
|
|
n/a
|
|
|
2
|
|
|
10
|
|
|
(83
|
)
|
||||
Operating expenses
|
911
|
|
|
781
|
|
|
17
|
|
|
781
|
|
|
826
|
|
|
(6
|
)
|
||||
Operating income
|
$
|
1,509
|
|
|
$
|
1,347
|
|
|
12
|
%
|
|
$
|
1,347
|
|
|
$
|
1,276
|
|
|
6
|
%
|
•
|
Energy Futures and Options Contracts:
Total energy volume and revenues increased 1% and 6%, respectively, in
2018
from
2017
, and increased 8% and 5%, respectively, in
2017
from
2016
. Revenues increased in
2018
from
2017
due to a higher mix of gasoil, emissions and TTF gas volumes, which have a higher average RPC than other energy products.
|
•
|
Agricultural and Metals Futures and Options Contracts:
Total volume and revenues in our agricultural and metals futures and options markets increased 15% and 16%, respectively, in
2018
from
2017
, and decreased 7% and 5%, respectively, in
2017
from
2016
. Volume in our largest agricultural contract, sugar futures and options, increased 20% in
2018
from
2017
, and decreased 10% in
2017
from
2016
. Other agricultural and metal futures and options volume increased 11% in
2018
from
2017
, and decreased 4% in
2017
from
2016
. The increases in agricultural volumes to record levels in 2018 were primarily driven by price volatility resulting from shifting supply and demand dynamics. The decreases in agricultural volume in 2017 were primarily driven by the reduced price volatility in 2017 compared to the higher price volatility in 2016.
|
•
|
Financial Futures and Options Contracts:
Interest rates futures and options volume and revenue increased 14% and 19%, respectively, in
2018
from
2017
, and increased 27% and 9%, respectively, in
2017
from
2016
. Our record level interest rate futures and options volume in
2018
was driven by expectations for heightened central bank activity during 2018, coupled with geopolitical uncertainty in the U.K. and Europe. Interest rates futures and options revenues were $230 million, $193 million and $177 million in
2018
,
2017
and
2016
, respectively.
|
•
|
Cash Equities and Equity Options:
Cash equities handled volume increased 14% in
2018
from
2017
, primarily due to higher total U.S. equity volumes driven by heightened volatility in the U.S. equity markets coupled with the May
|
•
|
Fixed Income and Credit:
CDS clearing revenues were $139 million, $113 million and $107 million in
2018
,
2017
and
2016
, respectively. The notional value of CDS cleared was $16.4 trillion, $11.5 trillion and $11.5 trillion, in
2018
,
2017
and
2016
, respectively. Buy-side participation at our U.S. CDS clearing house, ICE Clear Credit, reached record levels in terms of number of participants and notional cleared due to increased participation from both U.S. and European buy-side customers due to greater regulatory certainty, depth of liquidity, the breadth of products offered, and cost efficient margining in the U.S. relative to Europe. Fixed income and credit also includes revenues from ICE Bonds, which includes ICE BondPoint, TMC Bonds, ICE Credit Trade and ICE Mortgage Services.
|
•
|
OTC and Other Transactions:
OTC and other transactions include revenues from our OTC energy business and other trade confirmation services.
|
•
|
Other Revenues:
Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. The increase in other revenues in
2018
from
2017
is primarily due to increased interest income earned on certain clearing margin deposits, as well as a $5 million settlement received by NYSE Regulation from ING Financial Markets, LLC, or ING, following an investigation into improper conduct by ING's lending desk from 2007 to 2015. The 2018 increase was partially offset by a $6 million breakup fee received in August 2017 related to the termination of the derivatives clearing agreement with Euronext Group N.V.'s, or Euronext, under which ICE Clear Netherlands was to provide clearing of Euronext's financial and commodity derivatives.
|
Volume and Rate per Contract
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Number of contracts traded (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options
|
692
|
|
|
685
|
|
|
1
|
%
|
|
685
|
|
|
635
|
|
|
8
|
%
|
||||
Agricultural and metals futures and options
|
107
|
|
|
94
|
|
|
15
|
|
|
94
|
|
|
101
|
|
|
(7
|
)
|
||||
Financial futures and options
|
710
|
|
|
647
|
|
|
10
|
|
|
647
|
|
|
564
|
|
|
15
|
|
||||
Total
|
1,509
|
|
|
1,426
|
|
|
6
|
%
|
|
1,426
|
|
|
1,300
|
|
|
10
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Average Daily Volume of contracts traded (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options
|
2,747
|
|
|
2,731
|
|
|
1
|
%
|
|
2,731
|
|
|
2,521
|
|
|
8
|
%
|
||||
Agricultural and metals futures and options
|
427
|
|
|
374
|
|
|
14
|
|
|
374
|
|
|
399
|
|
|
(6
|
)
|
||||
Financial futures and options
|
2,770
|
|
|
2,536
|
|
|
9
|
|
|
2,536
|
|
|
2,205
|
|
|
15
|
|
||||
Total
|
5,944
|
|
|
5,641
|
|
|
5
|
%
|
|
5,641
|
|
|
5,125
|
|
|
10
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
Rate per contract:
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Energy futures and options
|
$
|
1.39
|
|
|
$
|
1.33
|
|
|
5
|
%
|
|
$
|
1.33
|
|
|
$
|
1.36
|
|
|
(2
|
)%
|
Agricultural and metals futures and options
|
$
|
2.34
|
|
|
$
|
2.30
|
|
|
2
|
%
|
|
$
|
2.30
|
|
|
$
|
2.27
|
|
|
1
|
%
|
Financial futures and options
|
$
|
0.49
|
|
|
$
|
0.49
|
|
|
—
|
%
|
|
$
|
0.49
|
|
|
$
|
0.54
|
|
|
(10
|
)%
|
Open Interest
|
|
As of December 31,
|
|
|
|
As of December 31,
|
|
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||
Open interest — in thousands of contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Energy futures and options
|
35,019
|
|
|
33,906
|
|
|
3
|
%
|
|
33,906
|
|
|
32,096
|
|
|
6
|
%
|
Agricultural and metals futures and options
|
3,643
|
|
|
3,391
|
|
|
7
|
%
|
|
3,391
|
|
|
3,920
|
|
|
(14
|
)
|
Financial futures and options
|
29,061
|
|
|
24,025
|
|
|
21
|
%
|
|
24,025
|
|
|
19,413
|
|
|
24
|
|
Total
|
67,723
|
|
|
61,322
|
|
|
10
|
%
|
|
61,322
|
|
|
55,429
|
|
|
11
|
%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||
NYSE cash equities (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NYSE listed (Tape A) issues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Handled volume
|
1,150
|
|
|
1,086
|
|
|
6
|
%
|
|
1,086
|
|
|
1,269
|
|
|
(14
|
)%
|
Matched volume
|
1,140
|
|
|
1,077
|
|
|
6
|
%
|
|
1,077
|
|
|
1,256
|
|
|
(14
|
)%
|
Total NYSE listed consolidated volume
|
3,647
|
|
|
3,434
|
|
|
6
|
%
|
|
3,434
|
|
|
3,918
|
|
|
(12
|
)%
|
Share of total matched consolidated volume
|
31.3
|
%
|
|
31.4
|
%
|
|
(0.1) pts
|
|
|
31.4
|
%
|
|
32.1
|
%
|
|
(0.7) pts
|
|
NYSE Arca, NYSE American and regional listed (Tape B) issues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Handled volume
|
369
|
|
|
289
|
|
|
27
|
%
|
|
289
|
|
|
372
|
|
|
(22
|
)%
|
Matched volume
|
359
|
|
|
281
|
|
|
28
|
%
|
|
281
|
|
|
360
|
|
|
(22
|
)%
|
Total NYSE Arca, NYSE American and regional listed consolidated volume
|
1,435
|
|
|
1,188
|
|
|
21
|
%
|
|
1,188
|
|
|
1,536
|
|
|
(23
|
)%
|
Share of total matched consolidated volume
|
25.0
|
%
|
|
23.7
|
%
|
|
1.3 pts
|
|
|
23.7
|
%
|
|
23.4
|
%
|
|
0.2 pts
|
|
Nasdaq listed (Tape C) issues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Handled volume
|
215
|
|
|
145
|
|
|
48
|
%
|
|
145
|
|
|
186
|
|
|
(22
|
)%
|
Matched volume
|
203
|
|
|
136
|
|
|
49
|
%
|
|
136
|
|
|
177
|
|
|
(23
|
)%
|
Total Nasdaq listed consolidated volume
|
2,253
|
|
|
1,921
|
|
|
17
|
%
|
|
1,921
|
|
|
1,907
|
|
|
1
|
%
|
Share of total matched consolidated volume
|
9.0
|
%
|
|
7.1
|
%
|
|
1.9 pts
|
|
|
7.1
|
%
|
|
9.3
|
%
|
|
(2.2) pts
|
|
Total cash handled volume
|
1,734
|
|
|
1,521
|
|
|
14
|
%
|
|
1,521
|
|
|
1,828
|
|
|
(17
|
)%
|
Total cash market share matched
|
23.2
|
%
|
|
22.8
|
%
|
|
0.4 pts
|
|
|
22.8
|
%
|
|
24.4
|
%
|
|
(1.5) pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NYSE equity options (contracts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NYSE equity options volume
|
3,386
|
|
|
2,375
|
|
|
43
|
%
|
|
2,375
|
|
|
2,719
|
|
|
(13
|
)%
|
Total equity options volume
|
18,217
|
|
|
14,697
|
|
|
24
|
%
|
|
14,697
|
|
|
14,391
|
|
|
2
|
%
|
NYSE share of total equity options
|
18.6
|
%
|
|
16.2
|
%
|
|
2.4 pts
|
|
|
16.2
|
%
|
|
18.9
|
%
|
|
(2.7) pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue capture or rate per contract:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash equities rate per contract (per 100 shares)
|
$0.050
|
|
$0.051
|
|
(2
|
)%
|
|
$0.051
|
|
$0.049
|
|
6
|
%
|
||||
Equity options rate per contract
|
$0.12
|
|
$0.15
|
|
(17
|
)%
|
|
$0.15
|
|
$0.14
|
|
5
|
%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pricing and analytics
|
$
|
1,043
|
|
|
$
|
970
|
|
|
7
|
%
|
|
$
|
970
|
|
|
$
|
858
|
|
|
13
|
%
|
Exchange data and feeds
|
670
|
|
|
632
|
|
|
6
|
|
|
632
|
|
|
602
|
|
|
5
|
|
||||
Desktops and connectivity
|
402
|
|
|
482
|
|
|
(17
|
)
|
|
482
|
|
|
518
|
|
|
(7
|
)
|
||||
Data services
|
2,115
|
|
|
2,084
|
|
|
1
|
|
|
2,084
|
|
|
1,978
|
|
|
5
|
|
||||
Listings
|
444
|
|
|
426
|
|
|
4
|
|
|
426
|
|
|
432
|
|
|
(1
|
)
|
||||
Revenues
|
2,559
|
|
|
2,510
|
|
|
2
|
|
|
2,510
|
|
|
2,410
|
|
|
4
|
|
||||
Other operating expenses
|
1,090
|
|
|
1,096
|
|
|
(1
|
)
|
|
1,096
|
|
|
1,077
|
|
|
2
|
|
||||
Acquisition-related transaction and integration costs
|
24
|
|
|
34
|
|
|
(29
|
)
|
|
34
|
|
|
70
|
|
|
(52
|
)
|
||||
Depreciation and amortization
|
371
|
|
|
348
|
|
|
6
|
|
|
348
|
|
|
367
|
|
|
(5
|
)
|
||||
Operating expenses
|
1,485
|
|
|
1,478
|
|
|
—
|
|
|
1,478
|
|
|
1,514
|
|
|
(2
|
)
|
||||
Operating income
|
$
|
1,074
|
|
|
$
|
1,032
|
|
|
4
|
%
|
|
$
|
1,032
|
|
|
$
|
896
|
|
|
15
|
%
|
•
|
Pricing and Analytics:
Our pricing and analytics revenues increased 7% in 2018 from 2017 and increased 13% in 2017 from 2016. The increases in revenue were driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers, increases in pricing of our products and the acquisition and further distribution of the ICE BofAML Indices.
|
•
|
Exchange Data and Feeds:
Our exchange data and feeds revenues increased 6% in 2018 from 2017 and increased 5% in 2017 from 2016. The increases in revenues were driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers and a larger share of the NMS Plan revenue.
|
•
|
Desktops and Connectivity:
Our desktop and connectivity revenues decreased 17% in 2018 from 2017 and decreased 7% in 2017 from 2016 driven primarily by the divestitures of IDMS and Trayport in 2017.
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Compensation and benefits
|
$
|
994
|
|
|
$
|
946
|
|
|
5
|
%
|
|
$
|
946
|
|
|
$
|
953
|
|
|
(1
|
)%
|
Professional services
|
131
|
|
|
121
|
|
8
|
|
|
121
|
|
137
|
|
(12
|
)
|
|||||||
Acquisition-related transaction and integration costs
|
34
|
|
|
36
|
|
(5
|
)
|
|
36
|
|
80
|
|
(56
|
)
|
|||||||
Technology and communication
|
432
|
|
|
397
|
|
9
|
|
|
397
|
|
374
|
|
6
|
|
|||||||
Rent and occupancy
|
68
|
|
|
69
|
|
(2
|
)
|
|
69
|
|
70
|
|
(1
|
)
|
|||||||
Selling, general and administrative
|
151
|
|
|
155
|
|
(3
|
)
|
|
155
|
|
116
|
|
34
|
|
|||||||
Depreciation and amortization
|
586
|
|
|
535
|
|
10
|
|
|
535
|
|
610
|
|
(12
|
)
|
|||||||
Total operating expenses
|
$
|
2,396
|
|
|
$
|
2,259
|
|
|
6
|
%
|
|
$
|
2,259
|
|
|
$
|
2,340
|
|
|
(3
|
)%
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
22
|
|
|
$
|
8
|
|
|
174
|
%
|
|
$
|
8
|
|
|
$
|
3
|
|
|
135
|
%
|
Interest expense
|
$
|
(244
|
)
|
|
$
|
(187
|
)
|
|
31
|
%
|
|
$
|
(187
|
)
|
|
$
|
(178
|
)
|
|
5
|
%
|
Other income, net
|
159
|
|
|
326
|
|
|
(51
|
)
|
|
326
|
|
|
46
|
|
|
n/a
|
|
||||
Total other income (expense), net
|
$
|
(63
|
)
|
|
$
|
147
|
|
|
n/a
|
|
|
$
|
147
|
|
|
$
|
(129
|
)
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to non-controlling interest
|
$
|
(32
|
)
|
|
$
|
(28
|
)
|
|
12
|
%
|
|
$
|
(28
|
)
|
|
$
|
(27
|
)
|
|
5
|
%
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
December 31,
2018 |
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy futures and options contracts
|
$
|
257
|
|
|
$
|
223
|
|
|
$
|
250
|
|
|
$
|
235
|
|
|
$
|
227
|
|
|
$
|
223
|
|
|
$
|
231
|
|
|
$
|
228
|
|
Agricultural and metals futures and options contracts
|
54
|
|
|
58
|
|
|
74
|
|
|
65
|
|
|
49
|
|
|
49
|
|
|
62
|
|
|
56
|
|
||||||||
Financial futures and options contracts
|
92
|
|
|
77
|
|
|
94
|
|
|
91
|
|
|
72
|
|
|
82
|
|
|
89
|
|
|
83
|
|
||||||||
Cash equities and equity options
|
462
|
|
|
335
|
|
|
389
|
|
|
438
|
|
|
365
|
|
|
355
|
|
|
390
|
|
|
381
|
|
||||||||
Fixed income and credit
|
83
|
|
|
56
|
|
|
45
|
|
|
56
|
|
|
32
|
|
|
37
|
|
|
33
|
|
|
37
|
|
||||||||
OTC and other transactions
|
13
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|
13
|
|
|
12
|
|
|
12
|
|
|
13
|
|
||||||||
Total transaction and clearing, net
|
961
|
|
|
760
|
|
|
864
|
|
|
898
|
|
|
758
|
|
|
758
|
|
|
817
|
|
|
798
|
|
||||||||
Pricing and analytics
|
264
|
|
|
263
|
|
|
262
|
|
|
254
|
|
|
248
|
|
|
242
|
|
|
242
|
|
|
238
|
|
||||||||
Exchange data and feeds
|
174
|
|
|
168
|
|
|
164
|
|
|
164
|
|
|
160
|
|
|
156
|
|
|
161
|
|
|
155
|
|
||||||||
Desktops and connectivity
|
101
|
|
|
99
|
|
|
100
|
|
|
102
|
|
|
117
|
|
|
120
|
|
|
118
|
|
|
127
|
|
||||||||
Total data services
|
539
|
|
|
530
|
|
|
526
|
|
|
520
|
|
|
525
|
|
|
518
|
|
|
521
|
|
|
520
|
|
||||||||
Listings
|
112
|
|
|
112
|
|
|
111
|
|
|
109
|
|
|
104
|
|
|
105
|
|
|
109
|
|
|
108
|
|
||||||||
Other revenues
|
65
|
|
|
61
|
|
|
55
|
|
|
53
|
|
|
54
|
|
|
54
|
|
|
49
|
|
|
45
|
|
||||||||
Total revenues
|
1,677
|
|
|
1,463
|
|
|
1,556
|
|
|
1,580
|
|
|
1,441
|
|
|
1,435
|
|
|
1,496
|
|
|
1,471
|
|
||||||||
Transaction-based expenses
|
369
|
|
|
263
|
|
|
310
|
|
|
355
|
|
|
295
|
|
|
289
|
|
|
316
|
|
|
305
|
|
||||||||
Total revenues, less transaction-based expenses
|
1,308
|
|
|
1,200
|
|
|
1,246
|
|
|
1,225
|
|
|
1,146
|
|
|
1,146
|
|
|
1,180
|
|
|
1,166
|
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
December 31,
2018 |
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||||||||||
Compensation and benefits
|
262
|
|
|
251
|
|
|
241
|
|
|
240
|
|
|
229
|
|
|
234
|
|
|
236
|
|
|
247
|
|
||||||||
Professional services
|
40
|
|
|
32
|
|
|
29
|
|
|
30
|
|
|
27
|
|
|
30
|
|
|
32
|
|
|
32
|
|
||||||||
Acquisition-related transaction and integration costs
|
1
|
|
|
6
|
|
|
15
|
|
|
12
|
|
|
9
|
|
|
4
|
|
|
9
|
|
|
14
|
|
||||||||
Technology and communication
|
112
|
|
|
107
|
|
|
108
|
|
|
105
|
|
|
103
|
|
|
99
|
|
|
97
|
|
|
98
|
|
||||||||
Rent and occupancy
|
18
|
|
|
17
|
|
|
16
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|
18
|
|
||||||||
Selling, general and administrative
|
42
|
|
|
37
|
|
|
39
|
|
|
33
|
|
|
38
|
|
|
38
|
|
|
38
|
|
|
41
|
|
||||||||
Depreciation and amortization
|
157
|
|
|
148
|
|
|
143
|
|
|
138
|
|
|
131
|
|
|
128
|
|
|
142
|
|
|
134
|
|
||||||||
Total operating expenses
|
632
|
|
|
598
|
|
|
591
|
|
|
575
|
|
|
554
|
|
|
550
|
|
|
571
|
|
|
584
|
|
||||||||
Operating income
|
676
|
|
|
602
|
|
|
655
|
|
|
650
|
|
|
592
|
|
|
596
|
|
|
609
|
|
|
582
|
|
||||||||
Other income (expense), net
(1)
|
62
|
|
|
(48
|
)
|
|
(44
|
)
|
|
(33
|
)
|
|
79
|
|
|
(33
|
)
|
|
(42
|
)
|
|
143
|
|
||||||||
Income tax expense (benefit)
(2)
|
119
|
|
|
89
|
|
|
149
|
|
|
143
|
|
|
(568
|
)
|
|
186
|
|
|
140
|
|
|
214
|
|
||||||||
Net income
|
$
|
619
|
|
|
$
|
465
|
|
|
$
|
462
|
|
|
$
|
474
|
|
|
$
|
1,239
|
|
|
$
|
377
|
|
|
$
|
427
|
|
|
$
|
511
|
|
Net income attributable to non-controlling interest
|
(8
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||||||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
611
|
|
|
$
|
458
|
|
|
$
|
455
|
|
|
$
|
464
|
|
|
$
|
1,233
|
|
|
$
|
371
|
|
|
$
|
419
|
|
|
$
|
503
|
|
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,533
|
|
|
$
|
2,085
|
|
|
$
|
2,149
|
|
Investing activities
|
(1,755
|
)
|
|
92
|
|
|
(860
|
)
|
|||
Financing activities
|
(463
|
)
|
|
(1,971
|
)
|
|
(1,462
|
)
|
|||
Effect of exchange rate changes
|
(11
|
)
|
|
12
|
|
|
(24
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents
|
$
|
304
|
|
|
$
|
218
|
|
|
$
|
(197
|
)
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Debt:
|
(in millions)
|
||||||
Short-term debt:
|
|
|
|
||||
Commercial Paper
|
$
|
951
|
|
|
$
|
1,233
|
|
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)
|
—
|
|
|
600
|
|
||
Total short-term debt
|
951
|
|
|
1,833
|
|
||
Long-term debt:
|
|
|
|
||||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)
|
1,246
|
|
|
1,244
|
|
||
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)
|
496
|
|
|
495
|
|
||
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)
|
397
|
|
|
—
|
|
||
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)
|
793
|
|
|
791
|
|
||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)
|
1,243
|
|
|
1,242
|
|
||
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)
|
496
|
|
|
495
|
|
||
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)
|
591
|
|
|
—
|
|
||
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)
|
1,228
|
|
|
—
|
|
||
Total long-term debt
|
6,490
|
|
|
4,267
|
|
||
Total debt
|
$
|
7,441
|
|
|
$
|
6,100
|
|
•
|
Newly-Issued Senior Notes:
In August 2018, we issued $2.25 billion in new aggregate unsecured fixed-rate senior notes, including $400 million, 3.45% notes due in 2023, or the 2023 Senior Notes, $600 million, 3.75% notes due in 2028, or the 2028 Senior Notes, and $1.25 billion, 4.25% notes due in 2048, or the 2048 Senior Notes, and together with the 2023 Senior Notes and the 2028 Senior Notes, the Newly-Issued Senior Notes. We used the proceeds from the offering for general corporate purposes, including to fund the redemption of the $600 million, 2.50% Senior Notes due October 2018 and to refinance all of our issuances under our Commercial Paper Program that resulted from acquisitions and investments in the last year. See “- Recent Developments” above.
|
•
|
2022 and 2027 Senior Notes:
In August 2017, we issued
$1.0 billion
in aggregate unsecured fixed-rate senior notes, including
$500 million
,
2.35%
notes due September 2022, or the 2022 Senior Notes, and
$500 million
,
3.10%
notes due September 2027, or the 2027 Senior Notes. We used the majority of the proceeds from the offering to fund the redemption in September 2017 of $850 million, 2.00% senior unsecured fixed-rate NYSE Notes prior to the October 2017 maturity date.
|
•
|
2020 and 2025 Senior Notes:
In November 2015, we issued
$2.5 billion
in aggregate senior unsecured fixed rate notes, including
$1.25 billion
,
2.75%
notes due November 2020, or the 2020 Senior Notes, and
$1.25 billion
,
3.75%
notes due November 2025, or the 2025 Senior Notes. We used the proceeds from the offering, together with
$1.6 billion
of borrowings under our Commercial Paper Program, to finance the cash portion of the purchase price of Interactive Data.
|
•
|
October 2023 Senior Notes:
In October 2013, we issued $800 million, 4.00% senior unsecured fixed-rate notes due October 2023, or the October 2023 Senior Notes. We used the net proceeds from the October 2023 Senior Notes to finance a portion of the purchase price of the acquisition of NYSE.
|
•
|
I
CE Clear Europe:
$1.2 billion in Committed Repo to finance U.S. dollar, euro and pound sterling deposits.
|
•
|
ICE Clear Credit:
$300 million in Committed Repo to finance U.S. dollar and euro deposits, €250 million in Committed Repo to finance euro deposits, and €1.9 billion in Committed FX Facilities to finance euro payment obligations.
|
•
|
ICE Clear US:
$250 million in Committed Repo to finance U.S. dollar deposits.
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Total revenues, less transaction-based expenses
|
$
|
2,420
|
|
|
$
|
2,128
|
|
|
$
|
2,102
|
|
|
$
|
2,559
|
|
|
$
|
2,510
|
|
|
$
|
2,410
|
|
|
$
|
4,979
|
|
|
$
|
4,638
|
|
|
$
|
4,512
|
|
Operating expenses
|
911
|
|
|
781
|
|
|
826
|
|
|
1,485
|
|
|
1,478
|
|
|
1,514
|
|
|
2,396
|
|
|
2,259
|
|
|
2,340
|
|
|||||||||
Less: Interactive Data and NYSE transaction and integration costs and acquisition-related success fees
|
6
|
|
|
—
|
|
|
1
|
|
|
24
|
|
|
31
|
|
|
45
|
|
|
30
|
|
|
31
|
|
|
46
|
|
|||||||||
Less: Amortization of acquisition-related intangibles
|
73
|
|
|
53
|
|
|
72
|
|
|
214
|
|
|
208
|
|
|
230
|
|
|
287
|
|
|
261
|
|
|
302
|
|
|||||||||
Less: Accruals relating to investigations and inquiries
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||||||
Less: Employee severance costs related to Creditex U.K. brokerage operations
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||||
Less: Creditex customer relationship intangible asset impairment
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||||
Less: Impairment on divestiture of NYSE Governance Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|||||||||
Less: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||||
Adjusted operating expenses
|
$
|
824
|
|
|
$
|
714
|
|
|
$
|
716
|
|
|
$
|
1,247
|
|
|
$
|
1,233
|
|
|
$
|
1,239
|
|
|
$
|
2,071
|
|
|
$
|
1,947
|
|
|
$
|
1,955
|
|
Operating income
|
$
|
1,509
|
|
|
$
|
1,347
|
|
|
$
|
1,276
|
|
|
$
|
1,074
|
|
|
$
|
1,032
|
|
|
$
|
896
|
|
|
$
|
2,583
|
|
|
$
|
2,379
|
|
|
$
|
2,172
|
|
Adjusted operating income
|
$
|
1,596
|
|
|
$
|
1,414
|
|
|
$
|
1,386
|
|
|
$
|
1,312
|
|
|
$
|
1,277
|
|
|
$
|
1,171
|
|
|
$
|
2,908
|
|
|
$
|
2,691
|
|
|
$
|
2,557
|
|
Operating margin
|
62
|
%
|
|
63
|
%
|
|
61
|
%
|
|
42
|
%
|
|
41
|
%
|
|
37
|
%
|
|
52
|
%
|
|
51
|
%
|
|
48
|
%
|
|||||||||
Adjusted operating margin
|
66
|
%
|
|
66
|
%
|
|
66
|
%
|
|
51
|
%
|
|
51
|
%
|
|
49
|
%
|
|
58
|
%
|
|
58
|
%
|
|
57
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
$
|
1,430
|
|
||||||||||||
Add: Interactive Data and NYSE transaction and integration costs and acquisition-related success fees
|
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
31
|
|
|
46
|
|
|||||||||||||||
Add: Amortization of acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
287
|
|
|
261
|
|
|
302
|
|
|||||||||||||||
Less: Gain on acquisition of MERS
|
|
|
|
|
|
|
|
|
|
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|||||||||||||||
Add: Accruals relating to investigations and inquiries
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||||||||||||
Add: Employee severance costs related to Creditex U.K. brokerage operations
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||||||||||
Add: Creditex customer relationship intangible asset impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||||||||||
Add: Impairment on divestiture of NYSE Governance Services
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|||||||||||||||
Add: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Add: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Less: Gain on divestiture of Trayport, net
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
(110
|
)
|
|
—
|
|
|||||||||||||||
Less: Cetip investment gain, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
|||||||||||||||
Less: Income tax effect for the above items
|
|
|
|
|
|
|
|
|
|
|
|
|
(98
|
)
|
|
(43
|
)
|
|
(143
|
)
|
|||||||||||||||
Less: Deferred tax adjustments from U.S. tax rate reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
(764
|
)
|
|
—
|
|
|||||||||||||||
Add/(Less): Deferred tax adjustments on acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
10
|
|
|
(22
|
)
|
|||||||||||||||
Add/(Less): Other tax adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
—
|
|
|
23
|
|
|||||||||||||||
Adjusted net income attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,077
|
|
|
$
|
1,764
|
|
|
$
|
1,673
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.46
|
|
|
$
|
4.29
|
|
|
$
|
2.40
|
|
||||||||||||
Diluted earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Adjusted basic earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.61
|
|
|
$
|
2.99
|
|
|
$
|
2.81
|
|
||||||||||||
Adjusted diluted earnings per share attributable to ICE common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.59
|
|
|
$
|
2.97
|
|
|
$
|
2.79
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
575
|
|
|
589
|
|
|
595
|
|
|||||||||||||||
Diluted weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
579
|
|
|
594
|
|
|
599
|
|
•
|
2018: the gain recognized on our initial majority investment in MERS in connection with our acquisition of 100% of the remaining MERS interests;
|
•
|
2018: the impairment loss on exchange registration intangible assets and employee severance costs related to the closure of ICE Futures Canada and ICE Clear Canada;
|
•
|
2017: the net gain on the divestiture of Trayport, and in 2018, a subsequent adjustment to reduce of the gain on the divestiture;
|
•
|
2017: the realized investment gain and the foreign exchange loss and transaction expenses on the sale of our investment in Cetip;
|
•
|
2017: accruals relating to investigations and inquiries;
|
•
|
2017: the NYSE Governance Services net impairment loss on its divestiture; and
|
•
|
2016: the Creditex U.K. voice brokerage severance costs related to its discontinuance and the Creditex customer relationship intangible asset impairment loss.
|
•
|
The income tax effects relating to all non-GAAP adjustments;
|
•
|
Deferred tax adjustments on acquisition-related intangibles; including the impact of U.S. state tax law changes and apportionment updates, as well as foreign tax law changes which resulted in deferred tax (benefit) expense of ($5 million), $10 million and ($22 million) in 2018, 2017 and 2016, respectively. In addition, deferred tax adjustments on acquisition-related intangibles include $34 million of deferred tax benefits due to U.K. corporate income tax rate reductions in 2016;
|
•
|
Deferred tax benefits of $11 million and $764 million in 2018 and 2017, respectively, resulting from changes in estimates as a result of the enactment of the TCJA which reduced the corporate income tax rate from 35% to 21%;
|
•
|
2018: Other tax adjustments including a $17 million tax benefit on the sale of Trayport offset by an audit settlement for a pre-acquisition period in connection with our acquisition of NYSE in 2013; and
|
•
|
2016: Other tax adjustments including a $15 million valuation allowance on Singapore pre-acquisition net operating losses and other deferred tax assets and an $8 million deferred tax adjustment with respect to our OCC equity method investment.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
|
4-5 Years
|
|
After
5 Years |
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term and long-term debt and interest
|
$
|
10,143
|
|
|
$
|
1,192
|
|
|
$
|
2,371
|
|
|
$
|
1,522
|
|
|
$
|
5,058
|
|
Operating lease obligations
|
417
|
|
|
64
|
|
|
121
|
|
|
99
|
|
|
133
|
|
|||||
Purchase obligations
|
298
|
|
|
222
|
|
|
70
|
|
|
6
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
10,858
|
|
|
$
|
1,478
|
|
|
$
|
2,562
|
|
|
$
|
1,627
|
|
|
$
|
5,191
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||
|
Pound Sterling
|
|
Euro
|
|
Pound Sterling
|
|
Euro
|
||||||||
Average exchange rate to the U.S. dollar in the current year period
|
$
|
1.3356
|
|
|
$
|
1.1813
|
|
|
$
|
1.2890
|
|
|
$
|
1.1297
|
|
Average exchange rate to the U.S. dollar in the same period in the prior year
|
$
|
1.2890
|
|
|
$
|
1.1297
|
|
|
$
|
1.3603
|
|
|
$
|
1.1075
|
|
Average exchange rate increase (decrease)
|
4
|
%
|
|
5
|
%
|
|
(5
|
)%
|
|
2
|
%
|
||||
Foreign denominated percentage of:
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
9
|
%
|
|
5
|
%
|
|
10
|
%
|
|
4
|
%
|
||||
Operating expenses
|
11
|
%
|
|
2
|
%
|
|
12
|
%
|
|
3
|
%
|
||||
Operating income
|
7
|
%
|
|
7
|
%
|
|
9
|
%
|
|
6
|
%
|
||||
Impact of the currency fluctuations
(1)
on:
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
(26
|
)
|
|
$
|
4
|
|
Operating expenses
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
(14
|
)
|
|
$
|
1
|
|
Operating income
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
(12
|
)
|
|
$
|
3
|
|
(1)
|
Represents the impact of currency fluctuation for the year compared to the same period in the prior year.
|
|
As of December 31, 2018
|
||||||||||
|
Position in pounds sterling
|
|
Position in Canadian dollars
|
|
Position in euros
|
||||||
Assets
|
£
|
822
|
|
|
C$
|
2,057
|
|
|
€
|
136
|
|
of which goodwill represents
|
638
|
|
|
413
|
|
|
92
|
|
|||
Liabilities
|
78
|
|
|
1,651
|
|
|
40
|
|
|||
Net currency position
|
£
|
744
|
|
|
C$
|
406
|
|
|
€
|
96
|
|
Net currency position, in $USD
|
$
|
950
|
|
|
$
|
298
|
|
|
$
|
110
|
|
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates
|
$
|
95
|
|
|
$
|
30
|
|
|
$
|
11
|
|
•
|
Credit Risk:
When a clearing house has the ability to hold cash collateral at a central bank, the clearing house utilizes its access to the central bank system to minimize credit risk exposures. Credit risk is monitored by using exposure limits depending on ratings assigned by rating agencies as well as the nature and maturity of transactions. Our investment objective is to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. We seek to substantially mitigate credit risk associated with investments by placing them with governments, well-capitalized financial institutions and other creditworthy counterparties.
|
•
|
Liquidity Risk:
Liquidity risk is the risk a clearing house may not be able to meet its payment obligations in the right currency, in the right place and the right time. To mitigate this risk, the clearing houses monitor liquidity requirements closely and maintain funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearing house to such funds and assets. For example, holding funds with a central bank where possible or making only short term investments such as overnight reverse repurchase agreements serves to reduce liquidity risks.
|
•
|
Interest Rate Risk:
Interest rate risk is the risk that interest rates rise and cause the value of securities we hold or invest in to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale might be made at a loss relative to the carrying value. Our clearing houses seek to manage this risk by making short term investments. For example, where possible and in accordance with regulatory requirements, the clearing houses invest cash pursuant to overnight reverse repurchase agreements or term reverse repurchase agreements with short dated maturities. In addition, the clearing house investment guidelines allow for direct purchases of high quality sovereign debt (for example, U.S. Treasury securities) and supranational debt instruments (Euro cash deposits only) with short dated maturities.
|
•
|
Security Issuer Risk:
Security issuer risk is the risk that an issuer of a security defaults on the payment when the security matures or debt is serviced. This risk is mitigated by limiting allowable investments under the reverse repurchase agreements to high quality sovereign or government agency debt and limiting any direct investments to high quality sovereign debt instruments.
|
•
|
Investment Counterparty Risk:
Investment counterparty risk is the risk that a reverse repurchase agreement counterparty might become insolvent and, thus, fail to meet its obligations to our clearing houses. We mitigate this risk by only engaging in transactions with high credit quality counterparties and by limiting the acceptable collateral to securities of high quality issuers. When engaging in reverse repurchase agreements, our clearing houses take delivery of the securities underlying the reverse repurchase arrangement in custody accounts under clearing house
|
•
|
Cross-Currency Margin Deposit Risk:
Each of the ICE Clearing Houses may permit posting of cross-currency collateral to satisfy margin requirements (for example, accepting margin deposits denominated in U.S. dollars to secure a Euro margin obligation). The ICE Clearing Houses mitigate the risk of a currency value exposure by applying a “haircut” to the currency posted as margin at a level viewed as sufficient to provide financial protection during periods of currency volatility. Cross-currency balances are marked-to-market on a daily basis. Should the currency posted to satisfy margin requirements decline in value, the clearing member is required to increase its margin deposit on a same-day basis.
|
|
Page
|
Intercontinental Exchange, Inc. and Subsidiaries:
|
|
Report of Management on Internal Control over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm on Financial Statements
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Income (Loss) and Redeemable Non-Controlling Interest for the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
/s/ Jeffrey C. Sprecher
|
|
/s/ Scott A. Hill
|
Jeffrey C. Sprecher
|
|
Scott A. Hill
|
Chairman of the Board and
|
|
Chief Financial Officer
|
Chief Executive Officer
|
|
|
|
|
|
February 7, 2019
|
|
February 7, 2019
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
724
|
|
|
$
|
535
|
|
Short-term restricted cash and cash equivalents
|
818
|
|
|
769
|
|
||
Customer accounts receivable, net of allowance for doubtful accounts of $7 and $6, respectively
|
953
|
|
|
903
|
|
||
Margin deposits, guaranty funds and delivery contracts receivable
|
63,955
|
|
|
51,222
|
|
||
Prepaid expenses and other current assets
|
242
|
|
|
133
|
|
||
Total current assets
|
66,692
|
|
|
53,562
|
|
||
Property and equipment, net
|
1,241
|
|
|
1,246
|
|
||
Other non-current assets:
|
|
|
|
||||
Goodwill
|
13,085
|
|
|
12,216
|
|
||
Other intangible assets, net
|
10,462
|
|
|
10,269
|
|
||
Long-term restricted cash and cash equivalents
|
330
|
|
|
264
|
|
||
Other non-current assets
|
981
|
|
|
707
|
|
||
Total other non-current assets
|
24,858
|
|
|
23,456
|
|
||
Total assets
|
$
|
92,791
|
|
|
$
|
78,264
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
521
|
|
|
$
|
462
|
|
Section 31 fees payable
|
105
|
|
|
128
|
|
||
Accrued salaries and benefits
|
280
|
|
|
227
|
|
||
Deferred revenue
|
135
|
|
|
125
|
|
||
Short-term debt
|
951
|
|
|
1,833
|
|
||
Margin deposits, guaranty funds and delivery contracts payable
|
63,955
|
|
|
51,222
|
|
||
Other current liabilities
|
161
|
|
|
178
|
|
||
Total current liabilities
|
66,108
|
|
|
54,175
|
|
||
Non-current liabilities:
|
|
|
|
||||
Non-current deferred tax liability, net
|
2,337
|
|
|
2,298
|
|
||
Long-term debt
|
6,490
|
|
|
4,267
|
|
||
Accrued employee benefits
|
204
|
|
|
243
|
|
||
Other non-current liabilities
|
350
|
|
|
296
|
|
||
Total non-current liabilities
|
9,381
|
|
|
7,104
|
|
||
Total liabilities
|
75,489
|
|
|
61,279
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable non-controlling interest in consolidated subsidiaries
|
71
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Intercontinental Exchange, Inc. stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 100 authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 1,500 authorized; 604 and 569 shares issued and outstanding at December 31, 2018, respectively, and 600 and 583 shares issued and outstanding at December 31, 2017, respectively
|
6
|
|
|
6
|
|
||
Treasury stock, at cost; 35 and 17 shares, respectively
|
(2,354
|
)
|
|
(1,076
|
)
|
||
Additional paid-in capital
|
11,547
|
|
|
11,392
|
|
||
Retained earnings
|
8,317
|
|
|
6,858
|
|
||
Accumulated other comprehensive loss
|
(315
|
)
|
|
(223
|
)
|
||
Total Intercontinental Exchange, Inc. stockholders’ equity
|
17,201
|
|
|
16,957
|
|
||
Non-controlling interest in consolidated subsidiaries
|
30
|
|
|
28
|
|
||
Total equity
|
17,231
|
|
|
16,985
|
|
||
Total liabilities and equity
|
$
|
92,791
|
|
|
$
|
78,264
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,483
|
|
|
$
|
3,131
|
|
|
$
|
3,384
|
|
Data services
|
2,115
|
|
|
2,084
|
|
|
1,978
|
|
|||
Listings
|
444
|
|
|
426
|
|
|
432
|
|
|||
Other revenues
|
234
|
|
|
202
|
|
|
177
|
|
|||
Total revenues
|
6,276
|
|
|
5,843
|
|
|
5,971
|
|
|||
Transaction-based expenses:
|
|
|
|
|
|
||||||
Section 31 fees
|
357
|
|
|
372
|
|
|
389
|
|
|||
Cash liquidity payments, routing and clearing
|
940
|
|
|
833
|
|
|
1,070
|
|
|||
Total revenues, less transaction-based expenses
|
4,979
|
|
|
4,638
|
|
|
4,512
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Compensation and benefits
|
994
|
|
|
946
|
|
|
953
|
|
|||
Professional services
|
131
|
|
|
121
|
|
|
137
|
|
|||
Acquisition-related transaction and integration costs
|
34
|
|
|
36
|
|
|
80
|
|
|||
Technology and communication
|
432
|
|
|
397
|
|
|
374
|
|
|||
Rent and occupancy
|
68
|
|
|
69
|
|
|
70
|
|
|||
Selling, general and administrative
|
151
|
|
|
155
|
|
|
116
|
|
|||
Depreciation and amortization
|
586
|
|
|
535
|
|
|
610
|
|
|||
Total operating expenses
|
2,396
|
|
|
2,259
|
|
|
2,340
|
|
|||
Operating income
|
2,583
|
|
|
2,379
|
|
|
2,172
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
22
|
|
|
8
|
|
|
3
|
|
|||
Interest expense
|
(244
|
)
|
|
(187
|
)
|
|
(178
|
)
|
|||
Other income, net
|
159
|
|
|
326
|
|
|
46
|
|
|||
Other income (expense), net
|
(63
|
)
|
|
147
|
|
|
(129
|
)
|
|||
Income before income tax expense (benefit)
|
2,520
|
|
|
2,526
|
|
|
2,043
|
|
|||
Income tax expense (benefit)
|
500
|
|
|
(28
|
)
|
|
586
|
|
|||
Net income
|
$
|
2,020
|
|
|
$
|
2,554
|
|
|
$
|
1,457
|
|
Net income attributable to non-controlling interest
|
(32
|
)
|
|
(28
|
)
|
|
(27
|
)
|
|||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
$
|
1,430
|
|
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.46
|
|
|
$
|
4.29
|
|
|
$
|
2.40
|
|
Diluted
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
575
|
|
|
589
|
|
|
595
|
|
|||
Diluted
|
579
|
|
|
594
|
|
|
599
|
|
|||
Dividend per share
|
$
|
0.96
|
|
|
$
|
0.80
|
|
|
$
|
0.68
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
2,020
|
|
|
$
|
2,554
|
|
|
$
|
1,457
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax expense (benefit) of ($1), ($6) and ($22) for 2018, 2017 and 2016, respectively, and net impact of $1 from adoption of ASU 2018-02 in 2018
|
(91
|
)
|
|
133
|
|
|
(300
|
)
|
|||
Change in fair value of available-for-sale securities
|
—
|
|
|
68
|
|
|
134
|
|
|||
Reclassification of realized gain on available-for-sale investment to other income
|
—
|
|
|
(176
|
)
|
|
—
|
|
|||
Reclassification of foreign currency translation loss on sale of Trayport to other expense
|
—
|
|
|
76
|
|
|
—
|
|
|||
Employee benefit plan net gains (losses), net of tax expense of $9, $8 and $7 in 2018, 2017 and 2016, respectively, and net impact of $25 from adoption of ASU 2018-02 in 2018
|
(1
|
)
|
|
20
|
|
|
10
|
|
|||
Other comprehensive income (loss)
|
(92
|
)
|
|
121
|
|
|
(156
|
)
|
|||
Comprehensive income
|
$
|
1,928
|
|
|
$
|
2,675
|
|
|
$
|
1,301
|
|
Comprehensive income attributable to non-controlling interest
|
(32
|
)
|
|
(28
|
)
|
|
(27
|
)
|
|||
Comprehensive income attributable to Intercontinental Exchange, Inc.
|
$
|
1,896
|
|
|
$
|
2,647
|
|
|
$
|
1,274
|
|
|
Intercontinental Exchange, Inc. Stockholders' Equity
|
|
Non-
Controlling
Interest in
Consolidated
Subsidiaries
|
|
Total
Equity
|
|
Redeemable Non-controlling Interest
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|||||||||||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|||||||||||||||||||||||||||||
Balance, as of January 1, 2016
|
628
|
|
|
$
|
6
|
|
|
(34
|
)
|
|
$
|
(1,448
|
)
|
|
$
|
12,290
|
|
|
$
|
4,161
|
|
|
$
|
(188
|
)
|
|
$
|
32
|
|
|
$
|
14,853
|
|
|
$
|
35
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
||||||||
Exercise of common stock options
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||||||
Treasury shares retired in connection with stock split
|
(35
|
)
|
|
—
|
|
|
35
|
|
|
1,512
|
|
|
(1,142
|
)
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adjustment to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
(3
|
)
|
||||||||
Dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
24
|
|
|
(3
|
)
|
|
3
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,457
|
|
|
—
|
|
|
—
|
|
|
1,457
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2016
|
596
|
|
|
6
|
|
|
(1
|
)
|
|
(40
|
)
|
|
11,306
|
|
|
4,810
|
|
|
(344
|
)
|
|
37
|
|
|
15,775
|
|
|
36
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(949
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
4
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(92
|
)
|
|
—
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
||||||||
Dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
—
|
|
||||||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(37
|
)
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
27
|
|
|
(1
|
)
|
|
1
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,554
|
|
|
—
|
|
|
—
|
|
|
2,554
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2017
|
600
|
|
|
6
|
|
|
(17
|
)
|
|
(1,076
|
)
|
|
11,392
|
|
|
6,858
|
|
|
(223
|
)
|
|
28
|
|
|
16,985
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
||||||||
Exercise of common stock options
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(1,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,198
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Changes in non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(25
|
)
|
|
—
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|
—
|
|
||||||||
Dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|
—
|
|
||||||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||||
Impact of adoption of ASU 2018-02 to reclassify items stranded in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,020
|
|
|
—
|
|
|
—
|
|
|
2,020
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2018
|
604
|
|
|
$
|
6
|
|
|
(35
|
)
|
|
$
|
(2,354
|
)
|
|
$
|
11,547
|
|
|
$
|
8,317
|
|
|
$
|
(315
|
)
|
|
$
|
30
|
|
|
$
|
17,231
|
|
|
$
|
71
|
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Accumulated other comprehensive loss was as follows:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
(227
|
)
|
|
$
|
(136
|
)
|
|
$
|
(345
|
)
|
Fair value of available-for-sale securities
|
—
|
|
|
—
|
|
|
108
|
|
|||
Comprehensive income from equity method investment
|
2
|
|
|
2
|
|
|
2
|
|
|||
Employee benefit plans adjustments
|
(90
|
)
|
|
(89
|
)
|
|
(109
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(315
|
)
|
|
$
|
(223
|
)
|
|
$
|
(344
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
2,020
|
|
|
$
|
2,554
|
|
|
$
|
1,457
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
586
|
|
|
535
|
|
|
610
|
|
|||
Stock-based compensation
|
130
|
|
|
135
|
|
|
124
|
|
|||
Deferred taxes
|
27
|
|
|
(654
|
)
|
|
120
|
|
|||
Cetip realized investment gain, net
|
—
|
|
|
(114
|
)
|
|
—
|
|
|||
Trayport gain, net
|
—
|
|
|
(110
|
)
|
|
—
|
|
|||
Gain on acquisition of remaining MERS interest
|
(110
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(24
|
)
|
|
(22
|
)
|
|
(6
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Customer accounts receivable
|
(44
|
)
|
|
(135
|
)
|
|
(65
|
)
|
|||
Other current and non-current assets
|
(45
|
)
|
|
(24
|
)
|
|
7
|
|
|||
Section 31 fees payable
|
(33
|
)
|
|
(2
|
)
|
|
14
|
|
|||
Deferred revenue
|
1
|
|
|
8
|
|
|
28
|
|
|||
Other current and non-current liabilities
|
25
|
|
|
(86
|
)
|
|
(140
|
)
|
|||
Total adjustments
|
513
|
|
|
(469
|
)
|
|
692
|
|
|||
Net cash provided by operating activities
|
2,533
|
|
|
2,085
|
|
|
2,149
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(134
|
)
|
|
(220
|
)
|
|
(250
|
)
|
|||
Capitalized software development costs
|
(146
|
)
|
|
(137
|
)
|
|
(115
|
)
|
|||
Proceeds from sale of Cetip, net
|
—
|
|
|
438
|
|
|
—
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
(1,246
|
)
|
|
(423
|
)
|
|
(425
|
)
|
|||
Cash received from divestitures
|
—
|
|
|
761
|
|
|
—
|
|
|||
Purchases of investments
|
(306
|
)
|
|
(327
|
)
|
|
(70
|
)
|
|||
Proceeds from investments
|
77
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(1,755
|
)
|
|
92
|
|
|
(860
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from debt facilities, net
|
2,213
|
|
|
984
|
|
|
—
|
|
|||
Repayments of debt facilities
|
(600
|
)
|
|
(850
|
)
|
|
—
|
|
|||
Repayments of commercial paper, net
|
(283
|
)
|
|
(409
|
)
|
|
(949
|
)
|
|||
Repurchases of common stock
|
(1,198
|
)
|
|
(949
|
)
|
|
(50
|
)
|
|||
Dividends to stockholders
|
(555
|
)
|
|
(476
|
)
|
|
(409
|
)
|
|||
Payments relating to treasury shares
|
(80
|
)
|
|
(88
|
)
|
|
(54
|
)
|
|||
Acquisition of non-controlling interest and redeemable non-controlling interest
|
(35
|
)
|
|
(174
|
)
|
|
—
|
|
|||
Proceeds from issuance of redeemable non-controlling interest
|
71
|
|
|
—
|
|
|
—
|
|
|||
Other
|
4
|
|
|
(9
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(463
|
)
|
|
(1,971
|
)
|
|
(1,462
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents
|
(11
|
)
|
|
12
|
|
|
(24
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents
|
304
|
|
|
218
|
|
|
(197
|
)
|
|||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year
|
1,568
|
|
|
1,350
|
|
|
1,547
|
|
|||
Cash, cash equivalents, and restricted cash and cash equivalents at end of year
|
$
|
1,872
|
|
|
$
|
1,568
|
|
|
$
|
1,350
|
|
Supplemental cash flow disclosure
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
533
|
|
|
$
|
594
|
|
|
$
|
460
|
|
Cash paid for interest
|
$
|
202
|
|
|
$
|
171
|
|
|
$
|
170
|
|
Supplemental non-cash investing and financing activity
|
|
|
|
|
|
||||||
Treasury stock retirement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,512
|
|
1.
|
Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance of allowance for doubtful accounts
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
2
|
|
Bad debt expense
|
8
|
|
|
4
|
|
|
5
|
|
|||
Charge-offs
|
(7
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Ending balance of allowance for doubtful accounts
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
7
|
|
•
|
Level 1 inputs
— quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2 inputs
— observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.
|
•
|
Level 3 inputs
— unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
As Reported
|
|
New Revenue Standard Adjustment
|
|
As Adjusted
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
||||||
Total revenues
|
$
|
5,834
|
|
|
$
|
9
|
|
|
$
|
5,843
|
|
Total revenues, less transaction-based expenses
|
4,629
|
|
|
9
|
|
|
4,638
|
|
|||
Income tax benefit
|
(25
|
)
|
|
(3
|
)
|
|
(28
|
)
|
|||
Net income attributable to Intercontinental Exchange, Inc.
|
2,514
|
|
|
12
|
|
|
2,526
|
|
|||
Diluted earnings per share
|
$
|
4.23
|
|
|
$
|
0.02
|
|
|
$
|
4.25
|
|
|
As Reported
|
|
New Revenue Standard Adjustment
|
|
As Adjusted
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
||||||
Total revenues
|
$
|
5,958
|
|
|
$
|
13
|
|
|
$
|
5,971
|
|
Total revenues, less transaction-based expenses
|
4,499
|
|
|
13
|
|
|
4,512
|
|
|||
Income tax expense
|
580
|
|
|
6
|
|
|
586
|
|
|||
Net income attributable to Intercontinental Exchange, Inc.
|
1,422
|
|
|
8
|
|
|
1,430
|
|
|||
Diluted earnings per share
|
$
|
2.37
|
|
|
$
|
0.02
|
|
|
$
|
2.39
|
|
|
As Reported
|
|
New Revenue Standard Adjustment
|
|
As Adjusted
|
||||||
As of December 31, 2017
|
|
|
|
|
|
||||||
Deferred revenue, current
|
$
|
121
|
|
|
$
|
4
|
|
|
$
|
125
|
|
Deferred revenue, non-current
|
143
|
|
|
(52
|
)
|
|
91
|
|
|||
Net deferred tax liabilities
|
2,280
|
|
|
15
|
|
|
2,295
|
|
|||
Retained earnings
|
6,825
|
|
|
33
|
|
|
6,858
|
|
3.
|
Acquisitions and Divestitures
|
4.
|
Investments
|
5.
|
Revenue Recognition
|
•
|
Transaction and clearing, net
- Transaction and clearing revenues represent fees charged for the performance obligations of derivatives trading and clearing, and from our cash trading, equity options and fixed income exchanges. The derivatives trading and clearing fees contain
two
performance obligations: (1) trade execution/clearing novation and (2) risk management of open interest. While we allocate the transaction price between these
two
performance obligations, since they generally are satisfied almost simultaneously, there is no significant deferral of revenue. Cash trading, equity options and fixed income fees contain
one
performance obligation related to trade execution which occurs instantaneously, and the revenue is recorded at the point in time of the trade execution. Our transaction and clearing revenues are reported net of rebates, except for the NYSE transaction-based expenses. Rebates were
$844 million
,
$749 million
and
$674 million
in 2018, 2017 and 2016, respectively. Transaction and clearing fees can be variable based on trade volume discounts used in the determination of rebates, however virtually all volume discounts are calculated and recorded on a monthly basis. Transaction and clearing fees, as well as any volume discounts rebated to our customers, are calculated and billed monthly in accordance with our published fee schedules. We make liquidity payments to certain customers in our NYSE businesses and recognize those payments as a cost of revenue. In addition, we pay NYSE regulatory oversight fees to the SEC and collect equal amounts from our customers. These are also considered a cost of revenue, and both of these NYSE-related fees are included in transaction-based expenses. Transaction and clearing revenues and the related transaction-based expenses are all recognized in our Trading and Clearing segment.
|
•
|
Data services
- Data service revenues
represent the following:
|
◦
|
Pricing and analytics services provide global securities evaluations, reference data, market indices, risk analytics, derivative pricing and other information designed to meet our customers' portfolio management, trading, risk management, reporting and regulatory compliance needs.
|
◦
|
Exchange data and feeds services represent subscription fees for the provision and feeds of our market data that is created from activity in our Trading and Clearing segment.
|
◦
|
Desktops and connectivity services provide the connection to our exchanges, clearing houses and data centers and comprise hosting, colocation, infrastructure, technology-based information platforms, workstations and connectivity solutions through the ICE Global Network.
|
•
|
Listings
-
Listings revenues include original and annual listings fees, and other corporate action fees. Each distinct listing fee is allocated to multiple performance obligations including original and incremental listing and investor relations services, as well as a customer’s material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the listing services is based on the original and annual listing fees and the standalone selling price of the investor relations services is based on its market value. All listings fees are billed upfront and the identified performance obligations are satisfied over time. Revenue related to the investor relations performance obligation is recognized ratably over a
two
-year period, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges, which is generally estimated to be over a period of up to
nine
years for NYSE and up to
five
years for NYSE Arca and NYSE American. 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, which is generally estimated to be a period of
six
years for NYSE and
three
years for NYSE Arca and NYSE American. All listings fees are recognized in our Data and Listings segment.
|
•
|
Other revenues
-
Other revenues
primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Generally, fees for other revenues contain one performance obligation. Because these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price. Services for other revenues are primarily satisfied at a point in time. Therefore, there is no need to allocate the fee and no deferral results as we have no further obligation to the customer at that time. Other revenues are recognized in our Trading and Clearing segment.
|
|
Trading & Clearing Segment
|
|
Data & Listings Segment
|
|
Total Consolidated
|
||||||
Year ended December 31, 2018
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,483
|
|
|
$
|
—
|
|
|
$
|
3,483
|
|
Data services
|
—
|
|
|
2,115
|
|
|
2,115
|
|
|||
Listings
|
—
|
|
|
444
|
|
|
444
|
|
|||
Other revenues
|
234
|
|
|
—
|
|
|
234
|
|
|||
Total revenues
|
3,717
|
|
|
2,559
|
|
|
6,276
|
|
|||
Transaction-based expenses
|
1,297
|
|
|
—
|
|
|
1,297
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,420
|
|
|
$
|
2,559
|
|
|
$
|
4,979
|
|
|
|
|
|
|
|
||||||
Timing of Revenue Recognition
|
|
|
|
|
|
||||||
Services transferred at a point in time
|
$
|
2,074
|
|
|
$
|
—
|
|
|
$
|
2,074
|
|
Services transferred over time
|
346
|
|
|
2,559
|
|
|
2,905
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,420
|
|
|
$
|
2,559
|
|
|
$
|
4,979
|
|
|
Trading & Clearing Segment
|
|
Data & Listings Segment
|
|
Total Consolidated
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,131
|
|
|
$
|
—
|
|
|
$
|
3,131
|
|
Data services
|
—
|
|
|
2,084
|
|
|
2,084
|
|
|||
Listings
|
—
|
|
|
426
|
|
|
426
|
|
|||
Other revenues
|
202
|
|
|
—
|
|
|
202
|
|
|||
Total revenues
|
3,333
|
|
|
2,510
|
|
|
5,843
|
|
|||
Transaction-based expenses
|
1,205
|
|
|
—
|
|
|
1,205
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,128
|
|
|
$
|
2,510
|
|
|
$
|
4,638
|
|
|
|
|
|
|
|
||||||
Timing of Revenue Recognition
|
|
|
|
|
|
||||||
Services transferred at a point in time
|
$
|
1,813
|
|
|
$
|
—
|
|
|
$
|
1,813
|
|
Services transferred over time
|
315
|
|
|
2,510
|
|
|
2,825
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,128
|
|
|
$
|
2,510
|
|
|
$
|
4,638
|
|
|
Trading & Clearing Segment
|
|
Data & Listings Segment
|
|
Total Consolidated
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,384
|
|
|
$
|
—
|
|
|
$
|
3,384
|
|
Data services
|
—
|
|
|
1,978
|
|
|
1,978
|
|
|||
Listings
|
—
|
|
|
432
|
|
|
432
|
|
|||
Other revenues
|
177
|
|
|
—
|
|
|
177
|
|
|||
Total revenues
|
3,561
|
|
|
2,410
|
|
|
5,971
|
|
|||
Transaction-based expenses
|
1,459
|
|
|
—
|
|
|
1,459
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,102
|
|
|
$
|
2,410
|
|
|
$
|
4,512
|
|
|
|
|
|
|
|
||||||
Timing of Revenue Recognition
|
|
|
|
|
|
||||||
Services transferred at a point in time
|
$
|
1,791
|
|
|
$
|
—
|
|
|
$
|
1,791
|
|
Services transferred over time
|
311
|
|
|
2,410
|
|
|
2,721
|
|
|||
Total revenues, less transaction-based expenses
|
$
|
2,102
|
|
|
$
|
2,410
|
|
|
$
|
4,512
|
|
6.
|
Short-Term and Long-Term Restricted Cash and Cash Equivalents
|
7.
|
Property and Equipment
|
|
As of December 31,
|
|
Depreciation
Period
(Years)
|
||||||
|
2018
|
|
2017
|
|
|||||
Software and internally developed software
|
$
|
919
|
|
|
$
|
766
|
|
|
3 to 7
|
Computer and network equipment
|
682
|
|
|
575
|
|
|
3 to 5
|
||
Land
|
145
|
|
|
137
|
|
|
N/A
|
||
Buildings and building improvements
|
294
|
|
|
289
|
|
|
15 to 40
|
||
Leasehold improvements
|
242
|
|
|
234
|
|
|
4 to 12
|
||
Equipment, aircraft and office furniture
|
225
|
|
|
275
|
|
|
4 to 15
|
||
|
2,507
|
|
|
2,276
|
|
|
|
||
Less accumulated depreciation and amortization
|
(1,266
|
)
|
|
(1,030
|
)
|
|
|
||
Property and equipment, net
|
$
|
1,241
|
|
|
$
|
1,246
|
|
|
|
8.
|
Goodwill and Other Intangible Assets
|
Goodwill balance at January 1, 2017
|
$
|
12,291
|
|
Acquisitions
|
211
|
|
|
Divestitures
|
(344
|
)
|
|
Foreign currency translation
|
63
|
|
|
Other activity, net
|
(5
|
)
|
|
Goodwill balance at December 31, 2017
|
12,216
|
|
|
Acquisitions
|
889
|
|
|
Foreign currency translation
|
(38
|
)
|
|
Other activity, net
|
18
|
|
|
Goodwill balance at December 31, 2018
|
$
|
13,085
|
|
Other intangible assets balance at January 1, 2017
|
$
|
10,420
|
|
Acquisitions
|
274
|
|
|
Divestitures
|
(216
|
)
|
|
Foreign currency translation
|
69
|
|
|
Amortization of other intangible assets
|
(272
|
)
|
|
Other activity, net
|
(6
|
)
|
|
Other intangible assets balance at December 31, 2017
|
10,269
|
|
|
Acquisitions
|
548
|
|
|
Foreign currency translation
|
(45
|
)
|
|
Amortization of other intangible assets
|
(289
|
)
|
|
Other activity, net
|
(21
|
)
|
|
Other intangible assets balance at December 31, 2018
|
$
|
10,462
|
|
|
As of December 31,
|
|
Useful Life
(Years)
|
||||||
|
2018
|
|
2017
|
|
|||||
Customer relationships
|
$
|
4,406
|
|
|
$
|
3,923
|
|
|
3 to 25
|
Technology
|
524
|
|
|
461
|
|
|
2.5 to 11
|
||
Trading products with finite lives
|
237
|
|
|
237
|
|
|
20
|
||
Data/databases
|
150
|
|
|
150
|
|
|
4 to 10
|
||
Market data provider relationships
|
11
|
|
|
11
|
|
|
20
|
||
Non-compete agreements
|
39
|
|
|
38
|
|
|
1 to 5
|
||
Other
|
36
|
|
|
33
|
|
|
1 to 5
|
||
|
5,403
|
|
|
4,853
|
|
|
|
||
Less accumulated amortization
|
(1,532
|
)
|
|
(1,200
|
)
|
|
|
||
Total finite-lived intangible assets, net
|
3,871
|
|
|
3,653
|
|
|
|
||
Exchange registrations, licenses and contracts with indefinite lives
|
6,253
|
|
|
6,243
|
|
|
|
||
Trade names and trademarks with indefinite lives
|
280
|
|
|
280
|
|
|
|
||
In-process research and development
|
49
|
|
|
85
|
|
|
|
||
Other
|
9
|
|
|
8
|
|
|
|
||
Total indefinite-lived intangible assets
|
6,591
|
|
|
6,616
|
|
|
|
||
Total other intangible assets, net
|
$
|
10,462
|
|
|
$
|
10,269
|
|
|
|
2019
|
$
|
303
|
|
2020
|
264
|
|
|
2021
|
249
|
|
|
2022
|
241
|
|
|
2023
|
141
|
|
|
Thereafter
|
2,673
|
|
|
|
$
|
3,871
|
|
9.
|
Deferred Revenue
|
|
Annual Listing Revenue
|
|
Original Listing Revenues
|
|
Other Listing Revenues
|
|
Data Services and Other Revenues
|
|
Total
|
||||||||||
Deferred revenue balance at January 1, 2017
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
83
|
|
|
$
|
92
|
|
|
$
|
198
|
|
Additions
|
368
|
|
|
22
|
|
|
54
|
|
|
374
|
|
|
818
|
|
|||||
Amortization
|
(368
|
)
|
|
(20
|
)
|
|
(39
|
)
|
|
(374
|
)
|
|
(801
|
)
|
|||||
Acquisitions, net of divestitures (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Deferred revenue balance at December 31, 2017
|
—
|
|
|
25
|
|
|
98
|
|
|
93
|
|
|
216
|
|
|||||
Additions
|
384
|
|
|
24
|
|
|
38
|
|
|
366
|
|
|
812
|
|
|||||
Amortization
|
(384
|
)
|
|
(24
|
)
|
|
(36
|
)
|
|
(367
|
)
|
|
(811
|
)
|
|||||
Deferred revenue balance at December 31, 2018
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
100
|
|
|
$
|
92
|
|
|
$
|
217
|
|
|
Original Listing Revenues
|
|
Other Listing Revenues
|
|
Data Services and Other Revenues
|
|
Total
|
||||||||
2019
|
$
|
19
|
|
|
$
|
29
|
|
|
$
|
87
|
|
|
$
|
135
|
|
2020
|
6
|
|
|
29
|
|
|
3
|
|
|
38
|
|
||||
2021
|
—
|
|
|
21
|
|
|
2
|
|
|
23
|
|
||||
2022
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
2023
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
25
|
|
|
$
|
100
|
|
|
$
|
92
|
|
|
$
|
217
|
|
10.
|
Debt
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Debt:
|
|
|
|
||||
Short-term debt:
|
|
|
|
||||
Commercial Paper
|
$
|
951
|
|
|
$
|
1,233
|
|
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)
|
—
|
|
|
600
|
|
||
Total short-term debt
|
951
|
|
|
1,833
|
|
||
Long-term debt:
|
|
|
|
||||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)
|
1,246
|
|
|
1,244
|
|
||
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)
|
496
|
|
|
495
|
|
||
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)
|
397
|
|
|
—
|
|
||
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)
|
793
|
|
|
791
|
|
||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)
|
1,243
|
|
|
1,242
|
|
||
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)
|
496
|
|
|
495
|
|
||
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)
|
591
|
|
|
—
|
|
||
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)
|
1,228
|
|
|
—
|
|
||
Total long-term debt
|
6,490
|
|
|
4,267
|
|
||
Total debt
|
$
|
7,441
|
|
|
$
|
6,100
|
|
•
|
Newly-Issued Senior Notes:
In August 2018, we issued
$2.25 billion
in new aggregate unsecured fixed-rate senior notes, including
$400 million
,
3.45%
notes due in 2023, or the 2023 Senior Notes,
$600 million
,
3.75%
notes due in 2028, or the 2028 Senior Notes, and
$1.25 billion
,
4.25%
notes due in 2048, or the 2048 Senior Notes, and together with the 2023 Senior Notes and the 2028 Senior Notes, the Newly-Issued Senior Notes. We used the proceeds from the offering for general corporate purposes, including to fund the redemption of the
$600 million
,
2.50%
Senior Notes due October 2018 and to refinance all of our issuances under our Commercial Paper Program that resulted from acquisitions and investments in the last year. We incurred debt issuance costs of
$21 million
relating to the Newly-Issued Senior Notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.
|
•
|
2022 and 2027 Senior Notes:
In August 2017, we issued
$1.0 billion
in aggregate senior unsecured fixed-rate notes, including
$500 million
,
2.35%
notes due September 2022, or the 2022 Senior Notes, and
$500 million
,
3.10%
notes due September 2027, or the 2027 Senior Notes. We used the majority of the proceeds of the offering to fund the redemption in September 2017 of
$850 million
,
2.00%
senior unsecured fixed-rate NYSE Notes prior to the October 2017 maturity date. We incurred debt issuance costs of
$8 million
relating to the 2022 Senior Notes and the 2027 Senior Notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.
|
•
|
2020 and 2025 Senior Notes:
In November 2015, we issued
$2.5 billion
in aggregate senior unsecured fixed-rate notes, including
$1.25 billion
,
2.75%
notes due November 2020, or the 2020 Senior Notes, and
$1.25 billion
,
3.75%
notes due November 2025, or the 2025 Senior Notes. We used the proceeds from the offering, together with
$1.6 billion
of borrowings under our Commercial Paper Program, to finance the cash portion of the purchase price of Interactive Data.
|
•
|
October 2023 Senior Notes:
In October 2013, we issued
$800 million
,
4.00%
senior unsecured fixed-rate notes due October 2023, or the October 2023 Senior Notes. We used the net proceeds from the October 2023 Senior Notes to finance a portion of the purchase price of the acquisition of NYSE.
|
2019
|
$
|
953
|
|
2020
|
1,250
|
|
|
2021
|
—
|
|
|
2022
|
500
|
|
|
2023
|
1,200
|
|
|
Thereafter
|
3,600
|
|
|
Principal amounts repayable
|
7,503
|
|
|
Debt issuance costs
|
(41
|
)
|
|
Unamortized balance discounts on bonds, net
|
(21
|
)
|
|
Total debt outstanding
|
$
|
7,441
|
|
11.
|
Share-Based Compensation
|
|
Number of Options
(in thousands)
|
|
Weighted Average
Exercise Price per Option |
|||
Outstanding at January 1, 2016
|
3,873
|
|
|
$
|
31.93
|
|
Granted
|
752
|
|
|
50.01
|
|
|
Exercised
|
(746
|
)
|
|
28.73
|
|
|
Outstanding at December 31, 2016
|
3,879
|
|
|
36.05
|
|
|
Granted
|
731
|
|
|
57.34
|
|
|
Exercised
|
(597
|
)
|
|
27.97
|
|
|
Outstanding at December 31, 2017
|
4,013
|
|
|
41.13
|
|
|
Granted
|
535
|
|
|
67.23
|
|
|
Exercised
|
(908
|
)
|
|
34.84
|
|
|
Forfeited
|
(30
|
)
|
|
58.01
|
|
|
Outstanding at December 31, 2018
|
3,610
|
|
|
46.44
|
|
|
Number of Options
(in thousands)
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (In millions) |
|||||
Vested or expected to vest
|
3,610
|
|
|
$
|
46.44
|
|
|
6.2
|
|
$
|
104
|
|
|
Number of Options
(in thousands)
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (In millions) |
|||||
Exercisable
|
2,596
|
|
|
$
|
40.22
|
|
|
5.4
|
|
$
|
91
|
|
|
|
Year Ended December 31,
|
||||||||||
Assumptions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Risk-free interest rate
|
|
2.67
|
%
|
|
1.84
|
%
|
|
1.51
|
%
|
|||
Expected life in years
|
|
6.0
|
|
|
5.0
|
|
|
5.0
|
|
|||
Expected volatility
|
|
20
|
%
|
|
21
|
%
|
|
24
|
%
|
|||
Expected dividend yield
|
|
1.43
|
%
|
|
1.40
|
%
|
|
1.36
|
%
|
|||
Estimated weighted-average fair value of options granted per share
|
|
$
|
14.08
|
|
|
$
|
10.50
|
|
|
$
|
9.88
|
|
|
Number of
Restricted Stock Shares
(in thousands)
|
|
Weighted Average
Grant-Date Fair Value per Share |
||
Nonvested at January 1, 2016
|
6,271
|
|
$
|
39.99
|
|
Granted
|
3,251
|
|
50.06
|
|
|
Vested
|
(2,640)
|
|
38.05
|
|
|
Forfeited
|
(446)
|
|
45.51
|
|
|
Nonvested at December 31, 2016
|
6,436
|
|
45.86
|
|
|
Granted
|
3,274
|
|
57.61
|
|
|
Vested
|
(3,509)
|
|
44.64
|
|
|
Forfeited
|
(453)
|
|
52.38
|
|
|
Nonvested at December 31, 2017
|
5,748
|
|
52.78
|
|
|
Granted
|
1,921
|
|
67.92
|
|
|
Vested
|
(2,819)
|
|
50.21
|
|
|
Forfeited
|
(453)
|
|
58.42
|
|
|
Nonvested at December 31, 2018
|
4,397
|
|
60.45
|
|
12.
|
Equity
|
|
Shares Repurchased
(in thousands)
|
|
Average Repurchase Price Per Share
|
|
Amount of Repurchases
(in millions)
|
|||||
2018
|
|
|
|
|
|
|||||
Fourth quarter
|
1,863
|
|
|
$
|
74.99
|
|
|
$
|
139
|
|
Third quarter
|
3,991
|
|
|
75.17
|
|
|
300
|
|
||
Second quarter
|
6,298
|
|
|
72.81
|
|
|
459
|
|
||
First quarter
|
4,105
|
|
|
73.08
|
|
|
300
|
|
||
Total open market common stock repurchases
|
16,257
|
|
|
|
|
$
|
1,198
|
|
||
|
|
|
|
|
|
|||||
2017
|
|
|
|
|
|
|||||
Fourth quarter
|
3,498
|
|
|
$
|
68.62
|
|
|
$
|
240
|
|
Third quarter
|
3,642
|
|
|
65.90
|
|
|
240
|
|
||
Second quarter
|
3,916
|
|
|
61.28
|
|
|
240
|
|
||
First quarter
|
3,911
|
|
|
58.49
|
|
|
229
|
|
||
Total open market common stock repurchases
|
14,967
|
|
|
|
|
$
|
949
|
|
||
|
|
|
|
|
|
|||||
2016
|
|
|
|
|
|
|||||
Fourth quarter
|
903
|
|
|
55.42
|
|
|
50
|
|
||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
||
Second quarter
|
—
|
|
|
—
|
|
|
—
|
|
||
First quarter
|
—
|
|
|
—
|
|
|
—
|
|
Total open market common stock repurchases
|
903
|
|
|
|
|
$
|
50
|
|
|
Dividends Per Share
|
|
Amount
(in millions)
|
||||
2018
|
|
|
|
||||
Fourth quarter
|
$
|
0.24
|
|
|
$
|
138
|
|
Third quarter
|
0.24
|
|
|
138
|
|
||
Second quarter
|
0.24
|
|
|
139
|
|
||
First quarter
|
0.24
|
|
|
140
|
|
||
Total cash dividends declared and paid
|
0.96
|
|
|
$
|
555
|
|
|
|
|
|
|
||||
2017
|
|
|
|
||||
Fourth quarter
|
$
|
0.20
|
|
|
$
|
118
|
|
Third quarter
|
0.20
|
|
|
119
|
|
||
Second quarter
|
0.20
|
|
|
119
|
|
||
First quarter
|
0.20
|
|
|
120
|
|
||
Total cash dividends declared and paid
|
$
|
0.80
|
|
|
$
|
476
|
|
|
|
|
|
||||
2016
|
|
|
|
||||
Fourth quarter
|
$
|
0.17
|
|
|
$
|
102
|
|
Third quarter
|
0.17
|
|
|
102
|
|
||
Second quarter
|
0.17
|
|
|
103
|
|
||
First quarter
|
0.17
|
|
|
102
|
|
||
Total cash dividends declared and paid
|
$
|
0.68
|
|
|
$
|
409
|
|
13.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income taxes
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,371
|
|
|
$
|
1,308
|
|
|
$
|
1,057
|
|
Foreign
|
1,149
|
|
|
1,218
|
|
|
986
|
|
|||
|
$
|
2,520
|
|
|
$
|
2,526
|
|
|
$
|
2,043
|
|
Income tax provision
|
|
|
|
|
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
140
|
|
|
$
|
266
|
|
|
$
|
258
|
|
State
|
107
|
|
|
92
|
|
|
5
|
|
|||
Foreign
|
226
|
|
|
268
|
|
|
203
|
|
|||
|
$
|
473
|
|
|
$
|
626
|
|
|
$
|
466
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
29
|
|
|
$
|
(677
|
)
|
|
$
|
71
|
|
State
|
9
|
|
|
33
|
|
|
76
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign
|
(11
|
)
|
|
(10
|
)
|
|
(27
|
)
|
|||
|
$
|
27
|
|
|
$
|
(654
|
)
|
|
$
|
120
|
|
Total income tax expense (benefit)
|
$
|
500
|
|
|
$
|
(28
|
)
|
|
$
|
586
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred and stock-based compensation
|
$
|
89
|
|
|
$
|
105
|
|
Pension
|
12
|
|
|
16
|
|
||
Liability reserve
|
35
|
|
|
37
|
|
||
Tax credits
|
3
|
|
|
12
|
|
||
Loss carryforward
|
138
|
|
|
147
|
|
||
Deferred revenue
|
24
|
|
|
24
|
|
||
Other
|
55
|
|
|
42
|
|
||
Total
|
356
|
|
|
383
|
|
||
Valuation allowance
|
(119
|
)
|
|
(126
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
237
|
|
|
$
|
257
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(133
|
)
|
|
$
|
(99
|
)
|
Acquired intangibles
|
(2,439
|
)
|
|
(2,453
|
)
|
||
Total deferred tax liabilities
|
$
|
(2,572
|
)
|
|
$
|
(2,552
|
)
|
Net deferred tax liabilities
|
$
|
(2,335
|
)
|
|
$
|
(2,295
|
)
|
Reported as:
|
|
|
|
||||
Net non-current deferred tax assets
|
$
|
2
|
|
|
$
|
3
|
|
Net non-current deferred tax liabilities
|
(2,337
|
)
|
|
(2,298
|
)
|
||
Net deferred tax liabilities
|
$
|
(2,335
|
)
|
|
$
|
(2,295
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance of deferred income tax valuation allowance
|
$
|
126
|
|
|
$
|
122
|
|
|
$
|
72
|
|
Increases charged to income tax expense
|
—
|
|
|
—
|
|
|
28
|
|
|||
Charges against goodwill
|
—
|
|
|
15
|
|
|
22
|
|
|||
Decreases
|
(7
|
)
|
|
(11
|
)
|
|
—
|
|
|||
Ending balance of deferred income tax valuation allowance
|
$
|
119
|
|
|
$
|
126
|
|
|
$
|
122
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance of unrecognized tax benefits
|
115
|
|
|
$
|
112
|
|
|
107
|
|
||
Additions related to acquisitions
|
—
|
|
|
—
|
|
|
22
|
|
|||
Additions based on tax positions taken in current year
|
13
|
|
|
10
|
|
|
9
|
|
|||
Additions based on tax positions taken in prior years
|
7
|
|
|
9
|
|
|
—
|
|
|||
Reductions based on tax positions taken in prior years
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Reductions resulting from statute of limitation lapses
|
(19
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|||
Reductions related to settlements with taxing authorities
|
(18
|
)
|
|
(8
|
)
|
|
(22
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
98
|
|
|
$
|
115
|
|
|
$
|
112
|
|
14.
|
Clearing Operations
|
|
|
|
|
|
|
|
|
ICE Clearing House Portion of Guaranty Fund Contribution
|
|
ICE Exchange Portion of Guaranty Fund Contribution
|
|||||
|
|
|
|
|
|
|
|
As of December 31,
(in millions) |
|
As of December 31,
(in millions) |
|||||
Clearing House
|
|
Products Cleared
|
|
Exchange where Executed
|
|
Location
|
|
2018
|
|
2017
|
|
2018
|
|||
ICE Clear Europe
|
|
Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments
|
|
ICE Futures Europe, ICE Futures U.S. and ICE Endex
|
|
U.K.
|
|
$150
|
|
$150
|
|
$56
|
|||
ICE Clear U.S.
|
|
Agricultural, metals, FX and equity index futures and options contracts
|
|
ICE Futures U.S
|
|
U.S.
|
|
50
|
|
|
50
|
|
|
11
|
|
ICE Clear Credit
|
|
North American, European, Asian-Pacific and Emerging Market CDS instruments
|
|
Creditex and third-party venues
|
|
U.S.
|
|
50
|
|
|
50
|
|
|
—
|
|
ICE Clear Netherlands
|
|
Approved to offer clearing of Dutch equity options
|
|
ICE Endex
|
|
EU
|
|
2
|
|
|
2
|
|
|
—
|
|
ICE Clear Singapore
|
|
Energy, metals and financial futures products
|
|
ICE Futures Singapore
|
|
Singapore
|
|
1
|
|
|
1
|
|
|
—
|
|
ICE NGX
|
|
Physical North American natural gas, electricity and oil futures
|
|
ICE NGX
|
|
Canada
|
|
N/A
|
|
|
N/A
|
|
|
—
|
|
ICE Clear Canada
|
|
Canola contracts transitioned to ICE Clear U.S. on July 30, 2018 and ICE Clear Canada ceased operations.
|
|
N/A
|
|
Canada
|
|
N/A
|
|
1
|
|
|
—
|
|
|
Total
|
|
|
|
|
|
|
|
$253
|
|
$254
|
|
$67
|
|
ICE Clear
Europe
(1)
|
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
Other ICE Clearing Houses
|
|
Total
|
||||||||||||
Original margin
|
$
|
27,597
|
|
|
$
|
22,770
|
|
|
$
|
6,260
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
56,630
|
|
Unsettled variation margin, net
|
—
|
|
|
—
|
|
|
—
|
|
|
417
|
|
|
—
|
|
|
417
|
|
||||||
Guaranty fund
|
3,267
|
|
|
2,456
|
|
|
460
|
|
|
—
|
|
|
5
|
|
|
6,188
|
|
||||||
Delivery contracts receivable/payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
720
|
|
|
—
|
|
|
720
|
|
||||||
Total
|
$
|
30,864
|
|
|
$
|
25,226
|
|
|
$
|
6,720
|
|
|
$
|
1,137
|
|
|
$
|
8
|
|
|
$
|
63,955
|
|
|
ICE Clear
Europe
(2)
|
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
Other ICE Clearing Houses
|
|
Total
|
||||||||||||
Original margin
|
$
|
19,792
|
|
|
$
|
20,703
|
|
|
$
|
3,898
|
|
|
$
|
—
|
|
|
$
|
126
|
|
|
$
|
44,519
|
|
Unsettled variation margin, net
|
—
|
|
|
—
|
|
|
—
|
|
|
227
|
|
|
1
|
|
|
228
|
|
||||||
Guaranty fund
|
3,037
|
|
|
2,607
|
|
|
299
|
|
|
—
|
|
|
23
|
|
|
5,966
|
|
||||||
Delivery contracts receivable/payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
509
|
|
|
—
|
|
|
509
|
|
||||||
Total
|
$
|
22,829
|
|
|
$
|
23,310
|
|
|
$
|
4,197
|
|
|
$
|
736
|
|
|
$
|
150
|
|
|
$
|
51,222
|
|
|
|
|
|
|
As of December 31,
|
|||||||
Clearing House
|
|
Investment Type
|
|
|
2018
|
|
|
2017
|
||||
ICE Clear Europe
|
|
National Bank Account
(1)
|
|
|
$
|
8,647
|
|
|
|
$
|
4,002
|
|
ICE Clear Europe
|
|
Reverse repo
|
|
|
18,097
|
|
|
|
13,927
|
|
||
ICE Clear Europe
|
|
Sovereign Debt
|
|
|
4,035
|
|
|
|
4,868
|
|
||
ICE Clear Europe
|
|
Demand deposits
|
|
|
85
|
|
|
|
32
|
|
||
ICE Clear Credit
|
|
National Bank Account
(2)
|
|
|
19,484
|
|
|
|
18,445
|
|
||
ICE Clear Credit
|
|
Reverse repo
|
|
|
1,935
|
|
|
|
1,680
|
|
||
ICE Clear Credit
|
|
Demand deposits
|
|
|
3,807
|
|
|
|
3,185
|
|
||
ICE Clear U.S.
|
|
Reverse repo
|
|
|
4,380
|
|
|
|
3,033
|
|
||
ICE Clear U.S.
|
|
U.S. Treasuries
|
|
|
2,340
|
|
|
|
1,164
|
|
||
ICE Clear Canada
|
|
Demand deposits
|
|
|
—
|
|
|
|
140
|
|
||
Other ICE Clearing Houses
|
|
Demand deposits
|
|
|
8
|
|
|
|
10
|
|
||
ICE NGX
|
|
Unsettled Variation Margin and Delivery Contracts Receivable/Payable
|
|
|
1,137
|
|
|
|
736
|
|
||
Total
|
|
|
|
|
$
|
63,955
|
|
|
|
$
|
51,222
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
Other ICE Clearing Houses
|
|
Total
|
||||||||||||
Original margin:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government securities at face value
|
$
|
29,887
|
|
|
$
|
12,990
|
|
|
$
|
10,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,085
|
|
Letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
2,556
|
|
|
—
|
|
|
2,556
|
|
||||||
ICE NGX cash deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
605
|
|
||||||
Total
|
$
|
29,887
|
|
|
$
|
12,990
|
|
|
$
|
10,208
|
|
|
$
|
3,161
|
|
|
$
|
—
|
|
|
$
|
56,246
|
|
Guaranty fund:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government securities at face value
|
$
|
654
|
|
|
$
|
256
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,174
|
|
|
As of December 31, 2017
|
||||||||||||||||||||||
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
ICE NGX
|
|
Other ICE Clearing Houses
|
|
Total
|
||||||||||||
Original margin:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government securities at face value
|
$
|
23,496
|
|
|
$
|
5,699
|
|
|
$
|
9,581
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
38,794
|
|
Letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,663
|
|
|
—
|
|
|
1,663
|
|
||||||
ICE NGX cash deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
233
|
|
||||||
Total
|
$
|
23,496
|
|
|
$
|
5,699
|
|
|
$
|
9,581
|
|
|
$
|
1,896
|
|
|
$
|
18
|
|
|
$
|
40,690
|
|
Guaranty fund:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government securities at face value
|
$
|
323
|
|
|
$
|
176
|
|
|
$
|
169
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
670
|
|
Account Type
|
|
As of December 31, 2018
(In C$ millions)
|
|
As of December 31, 2018
(In $USD millions)
|
||
Daylight liquidity facility
|
|
C$300
|
|
$220
|
||
Overdraft facility
|
|
20
|
|
|
15
|
|
Total
|
|
C$320
|
|
$235
|
15.
|
Commitments and Contingencies
|
2019
|
$
|
64
|
|
2020
|
61
|
|
|
2021
|
60
|
|
|
2022
|
58
|
|
|
2023
|
41
|
|
|
Thereafter
|
133
|
|
|
Total
|
$
|
417
|
|
16.
|
Pension and Other Benefit Programs
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
U.S. small-cap
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
International
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Fixed income securities
|
127
|
|
|
640
|
|
|
7
|
|
|
774
|
|
||||
Total
|
$
|
135
|
|
|
$
|
677
|
|
|
$
|
7
|
|
|
$
|
819
|
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||
U.S. small-cap
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
International
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Fixed income securities
|
335
|
|
|
314
|
|
|
3
|
|
|
652
|
|
||||
Total
|
$
|
499
|
|
|
$
|
367
|
|
|
$
|
3
|
|
|
$
|
869
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
875
|
|
|
$
|
853
|
|
Interest cost
|
26
|
|
|
27
|
|
||
Actuarial (gain) loss
|
(61
|
)
|
|
44
|
|
||
Benefits paid
|
(49
|
)
|
|
(49
|
)
|
||
Benefit obligation at year end
|
$
|
791
|
|
|
$
|
875
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
869
|
|
|
$
|
681
|
|
Actual return on plan assets
|
(26
|
)
|
|
101
|
|
||
Contributions
|
—
|
|
|
136
|
|
||
Benefits paid
|
(49
|
)
|
|
(49
|
)
|
||
Fair value of plan assets at end of year
|
$
|
794
|
|
|
$
|
869
|
|
Funded status
|
$
|
3
|
|
|
$
|
(6
|
)
|
Accumulated benefit obligation
|
$
|
791
|
|
|
$
|
875
|
|
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Accrued employee benefits
|
$
|
3
|
|
|
$
|
(6
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest cost
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
27
|
|
Estimated return on plan assets
|
(29
|
)
|
|
(44
|
)
|
|
(44
|
)
|
|||
Amortization of loss
|
4
|
|
|
2
|
|
|
1
|
|
|||
Aggregate pension expense (benefit)
|
$
|
1
|
|
|
$
|
(15
|
)
|
|
$
|
(16
|
)
|
2019
|
$
|
50
|
|
2020
|
49
|
|
|
2021
|
49
|
|
|
2022
|
49
|
|
|
2023
|
50
|
|
|
Next 5 years
|
244
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
49
|
|
|
$
|
54
|
|
Interest cost
|
1
|
|
|
1
|
|
||
Actuarial (gain) loss
|
(2
|
)
|
|
2
|
|
||
Benefits paid
|
(7
|
)
|
|
(8
|
)
|
||
Benefit obligation at year end
|
$
|
41
|
|
|
$
|
49
|
|
Funded status
|
$
|
(41
|
)
|
|
$
|
(49
|
)
|
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
|
|
||
Other current liabilities
|
$
|
(5
|
)
|
|
$
|
(7
|
)
|
Accrued employee benefits
|
(36
|
)
|
|
(42
|
)
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Weighted-average discount rate for determining benefit obligations (pension/SERP plans)
|
4.0% / 3.8%
|
|
3.4% / 3.1%
|
|
3.9% / 3.4%
|
Weighted-average discount rate for determining interest costs (pension/SERP plans)
|
3.0% / 2.7%
|
|
3.2% / 2.6%
|
|
3.3% / 2.5%
|
Expected long-term rate of return on plan assets (pension/SERP plans)
|
3.5% / N/A
|
|
6.5% / N/A
|
|
6.5% / N/A
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Benefit obligation at the end of year
|
$
|
154
|
|
|
$
|
179
|
|
Interest cost
|
5
|
|
|
5
|
|
||
Actuarial gain
|
(19
|
)
|
|
(16
|
)
|
||
Employee contributions
|
3
|
|
|
3
|
|
||
Benefits paid
|
(13
|
)
|
|
(14
|
)
|
||
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Other current liabilities
|
$
|
(10
|
)
|
|
$
|
(11
|
)
|
Accrued employee benefits
|
(144
|
)
|
|
(168
|
)
|
Projected Post-Retirement Benefit by Year
|
|
Projected Payment
|
|
|
2019
|
|
$
|
11
|
|
2020
|
|
11
|
|
|
2021
|
|
11
|
|
|
2022
|
|
11
|
|
|
2023
|
|
11
|
|
|
Next 5 years
|
|
54
|
|
Assumed Health Care Cost Trend Rate
|
1% Increase
|
|
1% Decrease
|
||||
Effect of post-retirement benefit obligation
|
$
|
16
|
|
|
$
|
(14
|
)
|
Effect on total of service and interest cost components
|
1
|
|
|
(1
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Post-retirement
Benefit Plans
|
|
Total
|
||||||||
Unrecognized net actuarial losses (gains), after tax
|
$
|
108
|
|
|
$
|
4
|
|
|
$
|
(22
|
)
|
|
$
|
90
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Post-retirement
Benefit Plans
|
|
Total
|
||||||||
Loss (gain) recognition
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
17.
|
Fair Value Measurements
|
18.
|
Segment Reporting
|
•
|
In 2018, we began tracking fixed income and credit revenues separately as a result of acquisitions.
|
•
|
Exchange data revenues increased by
$76 million
and
$66 million
in 2017 and 2016, respectively, and desktops and connectivity revenues decreased by the same amount as a result of reclassifying feeds revenues to be included with exchange data revenues.
|
•
|
Operating expenses for the Data and Listings segment increased by
$55 million
in 2016 while decreasing the operating expenses for the Trading and Clearing segment by the same amount.
|
|
Year Ended
December 31, 2018
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2016
|
||||||||||||||||||||||||||||||
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Energy futures and options contracts
|
$
|
965
|
|
|
$
|
—
|
|
|
$
|
965
|
|
|
$
|
909
|
|
|
$
|
—
|
|
|
$
|
909
|
|
|
$
|
865
|
|
|
$
|
—
|
|
|
$
|
865
|
|
Agricultural and metals futures and options contracts
|
251
|
|
|
—
|
|
|
251
|
|
|
216
|
|
|
—
|
|
|
216
|
|
|
228
|
|
|
—
|
|
|
228
|
|
|||||||||
Financial futures and options contracts
|
354
|
|
|
—
|
|
|
354
|
|
|
326
|
|
|
—
|
|
|
326
|
|
|
318
|
|
|
—
|
|
|
318
|
|
|||||||||
Cash equities and equity options
|
1,624
|
|
|
—
|
|
|
1,624
|
|
|
1,491
|
|
|
—
|
|
|
1,491
|
|
|
1,780
|
|
|
—
|
|
|
1,780
|
|
|||||||||
Fixed income and credit
|
240
|
|
|
—
|
|
|
240
|
|
|
139
|
|
|
—
|
|
|
139
|
|
|
143
|
|
|
—
|
|
|
143
|
|
|||||||||
OTC and other transactions
|
49
|
|
|
—
|
|
|
49
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||||||
Pricing and analytics
|
—
|
|
|
1,043
|
|
|
1,043
|
|
|
—
|
|
|
970
|
|
|
970
|
|
|
—
|
|
|
858
|
|
|
858
|
|
|||||||||
Exchange data and feeds
|
—
|
|
|
670
|
|
|
670
|
|
|
—
|
|
|
632
|
|
|
632
|
|
|
—
|
|
|
602
|
|
|
602
|
|
|||||||||
Desktops and connectivity
|
—
|
|
|
402
|
|
|
402
|
|
|
—
|
|
|
482
|
|
|
482
|
|
|
—
|
|
|
518
|
|
|
518
|
|
|||||||||
Listings
|
—
|
|
|
444
|
|
|
444
|
|
|
—
|
|
|
426
|
|
|
426
|
|
|
—
|
|
|
432
|
|
|
432
|
|
|||||||||
Other revenues
|
234
|
|
|
—
|
|
|
234
|
|
|
202
|
|
|
—
|
|
|
202
|
|
|
177
|
|
|
—
|
|
|
177
|
|
|||||||||
Revenues
|
3,717
|
|
|
2,559
|
|
|
6,276
|
|
|
3,333
|
|
|
2,510
|
|
|
5,843
|
|
|
3,561
|
|
|
2,410
|
|
|
5,971
|
|
|||||||||
Transaction-based expenses
|
1,297
|
|
|
—
|
|
|
1,297
|
|
|
1,205
|
|
|
—
|
|
|
1,205
|
|
|
1,459
|
|
|
—
|
|
|
1,459
|
|
|||||||||
Revenues, less transaction-based expenses
|
2,420
|
|
|
2,559
|
|
|
4,979
|
|
|
2,128
|
|
|
2,510
|
|
|
4,638
|
|
|
2,102
|
|
|
2,410
|
|
|
4,512
|
|
|||||||||
Operating expenses
|
911
|
|
|
1,485
|
|
|
2,396
|
|
|
781
|
|
|
1,478
|
|
|
2,259
|
|
|
826
|
|
|
1,514
|
|
|
2,340
|
|
|||||||||
Operating income
|
$
|
1,509
|
|
|
$
|
1,074
|
|
|
$
|
2,583
|
|
|
$
|
1,347
|
|
|
$
|
1,032
|
|
|
$
|
2,379
|
|
|
$
|
1,276
|
|
|
$
|
896
|
|
|
$
|
2,172
|
|
|
United States
|
|
Foreign Countries
|
|
Total
|
||||||
Revenues, less transaction-based expenses:
|
|
|
|
|
|
||||||
Year ended December 31, 2018
|
$
|
3,087
|
|
|
$
|
1,892
|
|
|
$
|
4,979
|
|
Year ended December 31, 2017
|
$
|
2,807
|
|
|
$
|
1,831
|
|
|
$
|
4,638
|
|
Year ended December 31, 2016
|
$
|
2,757
|
|
|
$
|
1,755
|
|
|
$
|
4,512
|
|
Net assets:
|
|
|
|
|
|
||||||
As of December 31, 2018
|
$
|
9,226
|
|
|
$
|
8,005
|
|
|
$
|
17,231
|
|
As of December 31, 2017
|
$
|
9,152
|
|
|
$
|
7,833
|
|
|
$
|
16,985
|
|
Property and equipment, net:
|
|
|
|
|
|
||||||
As of December 31, 2018
|
$
|
1,125
|
|
|
$
|
116
|
|
|
$
|
1,241
|
|
As of December 31, 2017
|
$
|
1,134
|
|
|
$
|
112
|
|
|
$
|
1,246
|
|
19.
|
Earnings Per Common Share
|
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
1,988
|
|
|
$
|
2,526
|
|
|
$
|
1,430
|
|
Weighted average common shares outstanding
|
575
|
|
|
589
|
|
|
595
|
|
|||
Basic earnings per common share
|
$
|
3.46
|
|
|
$
|
4.29
|
|
|
$
|
2.40
|
|
Diluted:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
575
|
|
|
589
|
|
|
595
|
|
|||
Effect of dilutive securities - stock options and restricted stock
|
4
|
|
|
5
|
|
|
4
|
|
|||
Diluted weighted average common shares outstanding
|
579
|
|
|
594
|
|
|
599
|
|
|||
Diluted earnings per common share
|
$
|
3.43
|
|
|
$
|
4.25
|
|
|
$
|
2.39
|
|
|
1
st
Qtr
|
|
2
nd
Qtr
|
|
3
rd
Qtr
|
|
4
th
Qtr
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
1,225
|
|
|
$
|
1,246
|
|
|
$
|
1,200
|
|
|
$
|
1,308
|
|
Operating income
|
650
|
|
|
655
|
|
|
602
|
|
|
676
|
|
||||
Net income attributable to Intercontinental Exchange, Inc.
(a)
|
464
|
|
|
455
|
|
|
458
|
|
|
611
|
|
||||
Earnings per common share:
(c)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.80
|
|
|
$
|
0.79
|
|
|
$
|
0.80
|
|
|
$
|
1.07
|
|
Diluted
|
$
|
0.79
|
|
|
$
|
0.78
|
|
|
$
|
0.79
|
|
|
$
|
1.07
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
1,166
|
|
|
$
|
1,180
|
|
|
$
|
1,146
|
|
|
$
|
1,146
|
|
Operating income
|
582
|
|
|
609
|
|
|
596
|
|
|
592
|
|
||||
Net income attributable to Intercontinental Exchange, Inc.
(b)
|
503
|
|
|
419
|
|
|
371
|
|
|
1,233
|
|
||||
Earnings per common share:
(c)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.85
|
|
|
$
|
0.71
|
|
|
$
|
0.63
|
|
|
$
|
2.11
|
|
Diluted
|
$
|
0.84
|
|
|
$
|
0.71
|
|
|
$
|
0.63
|
|
|
$
|
2.09
|
|
(b)
|
We recognized a
$176 million
realized investment gain on our sale of Cetip in other income for the three months ended March 31, 2017 (Note 4), we recognized a
$764 million
gain relating to the deferred tax benefit associated with future U.S. income tax rate reductions for the three months ended December 31, 2017 (Note 13), and we recognized a
$110 million
gain on our sale of Trayport in other income for the three months ended December 31, 2017 (Note 3).
|
(c)
|
The annual earnings per common share may not equal the sum of the individual quarter’s earnings per common share due to rounding.
|
21.
|
Subsequent Events
|
Name
|
Age
|
Title
|
Jeffrey C. Sprecher
|
63
|
Chairman of the Board and Chief Executive Officer
|
Charles A. Vice
|
55
|
Vice Chairman
|
Scott A. Hill
|
51
|
Chief Financial Officer
|
Benjamin R. Jackson
|
46
|
President
|
David S. Goone
|
58
|
Chief Strategy Officer
|
Lynn C. Martin
|
42
|
President and Chief Operating Officer, ICE Data Services
|
Andrew J. Surdykowski
|
48
|
General Counsel
|
Name
|
Age
|
Title
|
Mark P. Wassersug
|
49
|
Chief Operating Officer
|
•
|
Consolidated Balance Sheets as of December 31, 2018 and 2017.
|
•
|
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016.
|
•
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016.
|
•
|
Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Income (Loss) and Redeemable Non-Controlling Interest for the years ended December 31, 2018, 2017 and 2016.
|
•
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016.
|
•
|
Notes to Consolidated Financial Statements.
|
Exhibit
Number
|
|
Description of Document
|
3.1
|
—
|
|
3.2
|
—
|
|
4.1
|
—
|
4.2
|
—
|
|
4.3
|
—
|
|
4.4
|
—
|
|
4.5
|
—
|
|
4.6
|
—
|
|
4.7
|
—
|
|
4.8
|
—
|
|
4.9
|
—
|
|
4.10
|
—
|
|
4.11
|
—
|
|
4.12
|
—
|
|
4.13
|
—
|
|
4.14
|
—
|
|
4.15
|
—
|
|
10.1
|
—
|
|
10.2
|
—
|
|
10.3
|
—
|
|
10.4
|
—
|
10.5
|
—
|
|
10.6
|
—
|
|
10.7
|
—
|
|
10.8
|
—
|
|
10.9
|
—
|
|
10.10
|
—
|
|
10.11
|
—
|
|
10.12
|
—
|
|
10.13
|
—
|
|
10.14
|
|
|
10.15
|
—
|
|
10.16
|
—
|
|
10.17
|
—
|
|
10.18
|
—
|
|
10.19
|
—
|
|
10.20
|
—
|
|
10.21
|
—
|
|
10.22
|
—
|
10.23
|
—
|
|
10.24
|
—
|
|
10.25
|
—
|
|
10.26
|
—
|
|
10.27
|
—
|
|
10.28
|
—
|
|
10.29
|
—
|
|
10.30
|
—
|
|
10.31
|
—
|
10.32
|
—
|
|
10.33
|
—
|
|
10.34
|
—
|
|
10.35
|
—
|
|
10.36
|
—
|
|
21.1
|
—
|
|
23.1
|
—
|
|
24.1
|
—
|
|
31.1
|
—
|
|
31.2
|
—
|
|
32.1
|
—
|
|
32.2
|
—
|
|
101
|
—
|
The following materials from Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Income (Loss) and Redeemable Non-Controlling Interest, (iv) the Consolidated Statements of Comprehensive Income, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.*
|
*
|
As provided in Rule 406T of Regulation S-T, this information is “furnished” and not “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless Intercontinental Exchange, Inc. specifically incorporates it by reference.
|
|
|
Intercontinental Exchange, Inc.
(Registrant)
|
|
|
|
|
|
Date: February 7, 2019
|
|
By:
|
/s/ Jeffrey C. Sprecher
|
|
|
|
Jeffrey C. Sprecher
|
|
|
|
Chief Executive Officer
|
Signatures
|
Title
|
Date
|
/s/ Jeffrey C. Sprecher
|
Chairman of the Board and
|
February 7, 2019
|
Jeffrey C. Sprecher
|
Chief Executive Officer
(principal executive officer)
|
|
|
|
|
/s/ Scott A. Hill
|
Chief Financial Officer
(principal financial officer) |
February 7, 2019
|
Scott A. Hill
|
|
|
|
|
|
/s/ James W. Namkung
|
Chief Accounting Officer and Corporate Controller (principal accounting officer)
|
February 7, 2019
|
James W. Namkung
|
|
|
|
|
|
/s/ Sharon Y. Bowen
|
Director
|
February 7, 2019
|
Sharon Y. Bowen
|
|
|
|
|
|
/s/ Ann M. Cairns
|
Director
|
February 7, 2019
|
Ann M. Cairns
|
|
|
|
|
|
/s/ Charles R. Crisp
|
Director
|
February 7, 2019
|
Charles R. Crisp
|
|
|
|
|
|
/s/ Duriya M. Farooqui
|
Director
|
February 7, 2019
|
Duriya M. Farooqui
|
|
|
|
|
|
/s/ Jean-Marc Forneri
|
Director
|
February 7, 2019
|
Jean-Marc Forneri
|
|
|
|
|
|
/s/ Frederick W. Hatfield
|
Director
|
February 7, 2019
|
Frederick W. Hatfield
|
|
|
/s/ Lord Hague of Richmond
|
Director
|
February 7, 2019
|
The Rt. Hon. the Lord Hague of Richmond
|
|
|
|
|
|
/s/ Thomas E. Noonan
|
Director
|
February 7, 2019
|
Thomas E. Noonan
|
|
|
|
|
|
/s/ Frederic V. Salerno
|
Director
|
February 7, 2019
|
Frederic V. Salerno
|
|
|
|
|
|
/s/ Judith A. Sprieser
|
Director
|
February 7, 2019
|
Judith A. Sprieser
|
|
|
|
|
|
/s/ Vincent Tese
|
Director
|
February 7, 2019
|
Vincent Tese
|
|
|
a.
|
Fuel, oil, lubricants, and other additives;
|
b.
|
Travel expenses of the crew, including food, lodging, and ground transportation;
|
c.
|
Hangar and tie-down costs away from the Aircraft’s base of operation;
|
d.
|
Insurance obtained for the specific flight as per
Section 8(b)
;
|
e.
|
Landing fees, airport taxes, and similar assessments;
|
f.
|
Customs, foreign permit, and similar fees directly related to the flight;
|
g.
|
In-flight food and beverages;
|
h.
|
Passenger ground transportation;
|
i.
|
Flight planning and weather contract services; and
|
j.
|
An additional charge equal to one hundred percent (100%) of the expenses listed in subsection (a) above.
|
a.
|
Departure point;
|
b.
|
Destination;
|
c.
|
Date and time of flight;
|
d.
|
Number and identity of anticipated passengers;
|
e.
|
Date and time of return flight, if any; and
|
f.
|
Any other information concerning the proposed flight that may be pertinent to or required by Operator, its flight crew, or governmental entities.
|
a.
|
Operator (or its designee or affiliate) shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights under this Agreement, and shall retain full authority and control, including exclusive operational control and exclusive possession, command and control of the Aircraft for all flights under this Agreement.
|
b.
|
Operator (or its designee or affiliate) shall furnish a fully qualified flight crew with appropriate credentials to conduct each flight undertaken under this Agreement and included on the insurance policies that Operator is required to maintain hereunder. In accordance with applicable FAR, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Passenger specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition that in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action that in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to Passenger or any other person for loss, injury, damage or delay. Operator’s operation of the Aircraft hereunder shall be strictly within the guidelines and policies established by Operator and FAR Part 91.
|
c.
|
Subject to Aircraft and crew availability, Operator shall use its good faith efforts, consistent with its approved policies, to accommodate Passenger’s needs and avoid conflicts in scheduling. Although every good faith effort shall be made to avoid its occurrence, any flights scheduled under this Agreement are subject to cancellation by either party without incurring liability to the other party. In the event of a cancellation, the canceling party shall provide the maximum notice reasonably practicable.
|
d.
|
In the absence of another flight scheduled on the aircraft by Passenger or another scheduled business trip, the Aircraft may remain at the destination until its next required use. If the next use of the Aircraft is a business use,
|
a.
|
Operator, at its expense, will maintain or cause to be maintained in full force and effect throughout the Term of this Agreement an aviation liability and hull insurance policy including: aviation liability insurance against bodily injury and property damage claims arising out of the use of the Aircraft in an amount not less than $100 Million for each occurrence; and hull insurance for the Aircraft in amounts determined by Operator at its sole discretion. The aviation liability coverage shall include Passenger as an insured, and include a severability of interest provision providing that the insurance shall apply separately to each insured against whom a claim is made, except as respects the limits of liability. The aviation liability and hull insurance coverage shall include provisions whereby the insurer(s) waive all rights of subrogation they may have or acquire against Passenger and shall permit the use of the Aircraft by Operator for compensation or hire as provided in §91.501 of the FAR.
|
b.
|
Operator shall use reasonable commercial efforts to provide such additional insurance for specific flights under this Agreement as Passenger may reasonably request. Passenger acknowledges that any trips scheduled to areas
|
a.
|
Passenger has all necessary powers to enter into the transactions contemplated in this Agreement and has taken actions required to authorize and approve this Agreement;
|
b.
|
Passenger will use the Aircraft under this Agreement for and only for its own account, including the carriage of its guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire or for common carriage;
|
c.
|
Passenger will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his actions or inactions, and shall not attempt to convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;
|
d.
|
During the Term of this Agreement, Passenger will abide by and conform to all such laws, governmental and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft by a lessee under a time sharing arrangement and all applicable policies of Operator; and
|
e.
|
Passenger acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following: such origin and destination, and the routes to reach such origin and destination, are not within or over (i) an area of hostilities, (ii) an area excluded from coverage under the insurance policies maintained by Operator with respect to the Aircraft, or (iii) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. App. Section 1700 et seq., and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.
|
If to Operator:
|
|
Intercontinental Exchange Holdings, Inc.
|
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
|
Attn: Legal Department
|
|
|
Facsimile: 770-937-0020
|
|
|
E-mail: Andrew.Surdykowski@theice.com
|
|
|
|
If to Passenger:
|
|
Scott A. Hill
|
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
|
Facsimile: 770-937-0020
|
|
|
E-mail: Scott.Hill@theice.com
|
|
|
|
NAME (For Operator):
|
|
Intercontinental Exchange Holdings, Inc.
|
ADDRESS:
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
Intercontinental Exchange Holdings, Inc.
|
|
|
Scott A. Hill
|
|
|
|
|
|
By:
|
/s/ Andrew J. Surdykowski
|
|
|
/s/ Scott A. Hill
|
Name:
|
Andrew J. Surdykowski
|
|
|
Individually
|
Title:
|
General Counsel
|
|
|
|
a.
|
Fuel, oil, lubricants, and other additives;
|
b.
|
Travel expenses of the crew, including food, lodging, and ground transportation;
|
c.
|
Hangar and tie-down costs away from the Aircraft’s base of operation;
|
d.
|
Insurance obtained for the specific flight as per
Section 8(b)
;
|
e.
|
Landing fees, airport taxes, and similar assessments;
|
f.
|
Customs, foreign permit, and similar fees directly related to the flight;
|
g.
|
In-flight food and beverages;
|
h.
|
Passenger ground transportation;
|
i.
|
Flight planning and weather contract services; and
|
j.
|
An additional charge equal to one hundred percent (100%) of the expenses listed in subsection (a) above.
|
a.
|
Departure point;
|
b.
|
Destination;
|
c.
|
Date and time of flight;
|
d.
|
Number and identity of anticipated passengers;
|
e.
|
Date and time of return flight, if any; and
|
f.
|
Any other information concerning the proposed flight that may be pertinent to or required by Operator, its flight crew, or governmental entities.
|
a.
|
Operator (or its designee or affiliate) shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights under this Agreement, and shall retain full authority and control, including exclusive operational control and exclusive possession, command and control of the Aircraft for all flights under this Agreement.
|
b.
|
Operator (or its designee or affiliate) shall furnish a fully qualified flight crew with appropriate credentials to conduct each flight undertaken under this Agreement and included on the insurance policies that Operator is required to maintain hereunder. In accordance with applicable FAR, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Passenger specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition that in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action that in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to Passenger or any other person for loss, injury, damage or delay. Operator’s operation of the Aircraft hereunder shall be strictly within the guidelines and policies established by Operator and FAR Part 91.
|
c.
|
Subject to Aircraft and crew availability, Operator shall use its good faith efforts, consistent with its approved policies, to accommodate Passenger’s needs and avoid conflicts in scheduling. Although every good faith effort shall be made to avoid its occurrence, any flights scheduled under this Agreement are subject to cancellation by either party without incurring liability to the other party. In the event of a cancellation, the canceling party shall provide the maximum notice reasonably practicable.
|
d.
|
In the absence of another flight scheduled on the aircraft by Passenger or another scheduled business trip, the Aircraft may remain at the destination until its next required use. If the next use of the Aircraft is a business use,
|
a.
|
Operator, at its expense, will maintain or cause to be maintained in full force and effect throughout the Term of this Agreement an aviation liability and hull insurance policy including: aviation liability insurance against bodily injury and property damage claims arising out of the use of the Aircraft in an amount not less than $100 Million for each occurrence; and hull insurance for the Aircraft in amounts determined by Operator at its sole discretion. The aviation liability coverage shall include Passenger as an insured, and include a severability of interest provision providing that the insurance shall apply separately to each insured against whom a claim is made, except as respects the limits of liability. The aviation liability and hull insurance coverage shall include provisions whereby the insurer(s) waive all rights of subrogation they may have or acquire against Passenger and shall permit the use of the Aircraft by Operator for compensation or hire as provided in §91.501 of the FAR.
|
b.
|
Operator shall use reasonable commercial efforts to provide such additional insurance for specific flights under this Agreement as Passenger may reasonably request. Passenger acknowledges that any trips scheduled to areas
|
a.
|
Passenger has all necessary powers to enter into the transactions contemplated in this Agreement and has taken actions required to authorize and approve this Agreement;
|
b.
|
Passenger will use the Aircraft under this Agreement for and only for its own account, including the carriage of its guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire or for common carriage;
|
c.
|
Passenger will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his actions or inactions, and shall not attempt to convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;
|
d.
|
During the Term of this Agreement, Passenger will abide by and conform to all such laws, governmental and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft by a lessee under a time sharing arrangement and all applicable policies of Operator; and
|
e.
|
Passenger acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following: such origin and destination, and the routes to reach such origin and destination, are not within or over (i) an area of hostilities, (ii) an area excluded from coverage under the insurance policies maintained by Operator with respect to the Aircraft, or (iii) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. App. Section 1700 et seq., and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.
|
If to Operator:
|
|
Intercontinental Exchange Holdings, Inc.
|
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
|
Attn: Legal Department
|
|
|
Facsimile: 770-937-0020
|
|
|
E-mail: Andrew.Surdykowski@theice.com
|
|
|
|
If to Passenger:
|
|
Benjamin R. Jackson
|
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
|
Facsimile: 770-937-0020
|
|
|
E-mail: Benjamin.Jackson@theice.com
|
|
|
|
NAME (For Operator):
|
|
Intercontinental Exchange Holdings, Inc.
|
ADDRESS:
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
Intercontinental Exchange Holdings, Inc.
|
|
|
Benjamin R. Jackson
|
|
|
|
|
|
By:
|
/s/ Andrew J. Surdykowski
|
|
|
/s/ Benjamin R. Jackson
|
Name:
|
Andrew J. Surdykowski
|
|
|
Individually
|
Title:
|
General Counsel
|
|
|
|
a.
|
Fuel, oil, lubricants, and other additives;
|
b.
|
Travel expenses of the crew, including food, lodging, and ground transportation;
|
c.
|
Hangar and tie-down costs away from the Aircraft’s base of operation;
|
d.
|
Insurance obtained for the specific flight as per
Section 8(b)
;
|
e.
|
Landing fees, airport taxes, and similar assessments;
|
f.
|
Customs, foreign permit, and similar fees directly related to the flight;
|
g.
|
In-flight food and beverages;
|
h.
|
Passenger ground transportation;
|
i.
|
Flight planning and weather contract services; and
|
j.
|
An additional charge equal to one hundred percent (100%) of the expenses listed in subsection (a) above.
|
a.
|
Departure point;
|
b.
|
Destination;
|
c.
|
Date and time of flight;
|
d.
|
Number and identity of anticipated passengers;
|
e.
|
Date and time of return flight, if any; and
|
f.
|
Any other information concerning the proposed flight that may be pertinent to or required by Operator, its flight crew, or governmental entities.
|
a.
|
Operator (or its designee or affiliate) shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights under this Agreement, and shall retain full authority and control, including exclusive operational control and exclusive possession, command and control of the Aircraft for all flights under this Agreement.
|
b.
|
Operator (or its designee or affiliate) shall furnish a fully qualified flight crew with appropriate credentials to conduct each flight undertaken under this Agreement and included on the insurance policies that Operator is required to maintain hereunder. In accordance with applicable FAR, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Passenger specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition that in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action that in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to Passenger or any other person for loss, injury, damage or delay. Operator’s operation of the Aircraft hereunder shall be strictly within the guidelines and policies established by Operator and FAR Part 91.
|
c.
|
Subject to Aircraft and crew availability, Operator shall use its good faith efforts, consistent with its approved policies, to accommodate Passenger’s needs and avoid conflicts in scheduling. Although every good faith effort shall be made to avoid its occurrence, any flights scheduled under this Agreement are subject to cancellation by either party without incurring liability to the other party. In the event of a cancellation, the canceling party shall provide the maximum notice reasonably practicable.
|
d.
|
In the absence of another flight scheduled on the aircraft by Passenger or another scheduled business trip, the Aircraft may remain at the destination until its next required use. If the next use of the Aircraft is a business use,
|
a.
|
Operator, at its expense, will maintain or cause to be maintained in full force and effect throughout the Term of this Agreement an aviation liability and hull insurance policy including: aviation liability insurance against bodily injury and property damage claims arising out of the use of the Aircraft in an amount not less than $100 Million for each occurrence; and hull insurance for the Aircraft in amounts determined by Operator at its sole discretion. The aviation liability coverage shall include Passenger as an insured, and include a severability of interest provision providing that the insurance shall apply separately to each insured against whom a claim is made, except as respects the limits of liability. The aviation liability and hull insurance coverage shall include provisions whereby the insurer(s) waive all rights of subrogation they may have or acquire against Passenger and shall permit the use of the Aircraft by Operator for compensation or hire as provided in §91.501 of the FAR.
|
b.
|
Operator shall use reasonable commercial efforts to provide such additional insurance for specific flights under this Agreement as Passenger may reasonably request. Passenger acknowledges that any trips scheduled to areas
|
a.
|
Passenger has all necessary powers to enter into the transactions contemplated in this Agreement and has taken actions required to authorize and approve this Agreement;
|
b.
|
Passenger will use the Aircraft under this Agreement for and only for its own account, including the carriage of its guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire or for common carriage;
|
c.
|
Passenger will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his actions or inactions, and shall not attempt to convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;
|
d.
|
During the Term of this Agreement, Passenger will abide by and conform to all such laws, governmental and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft by a lessee under a time sharing arrangement and all applicable policies of Operator; and
|
e.
|
Passenger acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following: such origin and destination, and the routes to reach such origin and destination, are not within or over (i) an area of hostilities, (ii) an area excluded from coverage under the insurance policies maintained by Operator with respect to the Aircraft, or (iii) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. App. Section 1700 et seq., and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.
|
If to Operator:
|
|
Intercontinental Exchange Holdings, Inc.
|
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
|
Attn: Legal Department
|
|
|
Facsimile: 770-937-0020
|
|
|
E-mail: Andrew.Surdykowski@theice.com
|
|
|
|
If to Passenger:
|
|
David S. Goone
|
|
|
353 North Clark Street, Suite 3100
|
|
|
Chicago, IL 60654
|
|
|
Facsimile: 770-937-0020
|
|
|
E-mail: David.Goone@theice.com
|
|
|
|
NAME (For Operator):
|
|
Intercontinental Exchange Holdings, Inc.
|
ADDRESS:
|
|
5660 New Northside Drive
|
|
|
Atlanta, GA 30328
|
|
Intercontinental Exchange Holdings, Inc.
|
|
|
David S. Goone
|
|
|
|
|
|
By:
|
/s/ Andrew J. Surdykowski
|
|
|
/s/ David S. Goone
|
Name:
|
Andrew J. Surdykowski
|
|
|
Individually
|
Title:
|
General Counsel
|
|
|
|
|
|
Name of Subsidiary
|
Jurisdiction of Incorporation or Organization
|
|
|
Intercontinental Exchange Holdings, Inc.
|
Delaware, U.S.A.
|
ICE Data Management Group, LLC
|
Delaware, U.S.A.
|
ICE Data Investment Group, LLC
|
Delaware, U.S.A.
|
ICE Data, LP
|
Delaware, U.S.A.
|
ICE Futures U.S., Inc.
|
Delaware, U.S.A.
|
ICE Clear US, Inc.
|
New York, U.S.A.
|
ICE US Holding Company GP LLC
|
Delaware, U.S.A.
|
ICE US Holding Company LP LLC
|
Delaware, U.S.A.
|
ICE U.S. Holding Company LP
|
Cayman Islands
|
ICE Clear Credit LLC
|
Delaware, U.S.A.
|
NYSE Holdings LLC
|
Delaware, U.S.A.
|
NYSE Group, Inc.
|
Delaware, U.S.A.
|
NYSE Arca, Inc.
|
Delaware, U.S.A.
|
NYSE American LLC
|
Delaware, U.S.A.
|
New York Stock Exchange LLC
|
New York, U.S.A.
|
NYSE Market (DE), Inc.
|
Delaware, U.S.A.
|
IntercontinentalExchange International, Inc.
|
Delaware, U.S.A.
|
ICE UK GP, LLC
|
Delaware, U.S.A.
|
ICE UK LP, LLC
|
Delaware, U.S.A.
|
ICE Europe Partners LP
|
United Kingdom
|
ICE Europe Parent Limited
|
United Kingdom
|
Aether IOS Limited
|
United Kingdom
|
IntercontinentalExchange Holdings
|
United Kingdom
|
ICE Clear Europe Limited
|
United Kingdom
|
ICE Futures Holdings Limited
|
United Kingdom
|
ICE Futures Holdco No. 1 Limited
|
United Kingdom
|
ICE Futures Holdco No. 2 Limited
|
United Kingdom
|
ICE Futures Europe
|
United Kingdom
|
Interactive Data Holdings Corporation
|
Delaware, U.S.A.
|
Igloo Intermediate Corporation
|
Delaware, U.S.A.
|
ICE Data Services, Inc.
|
Delaware, U.S.A.
|
ICE Data Pricing & Reference Data, LLC
|
Delaware, U.S.A.
|
(1)
|
Registration Statement (Form S-3 No. 333-223502) of Intercontinental Exchange, Inc.,
|
(2)
|
Registration Statement (Form S-8 No. 333-225065) pertaining to the Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-218169) pertaining to the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan, and
|
(4)
|
Registration Statement (Form S-8 No. 333-192301) pertaining to the IntercontinentalExchange, Inc. 2013 Omnibus Employee Incentive Plan, the IntercontinentalExchange Group, Inc. 2013 Omnibus Non-Employee Director Incentive Plan, the IntercontinentalExchange, Inc. 2009 Omnibus Incentive Plan, the IntercontinentalExchange, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors, the IntercontinentalExchange, Inc. 2000 Stock Option Plan, and the NYSE Euronext Omnibus Incentive Plan;
|
1.
|
I have reviewed this Annual Report on Form 10-K of Intercontinental Exchange, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jeffrey C. Sprecher
|
Jeffrey C. Sprecher
|
Chairman of the Board and
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Intercontinental Exchange, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Scott A. Hill
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Scott A. Hill
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jeffrey C. Sprecher
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Jeffrey C. Sprecher
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Chairman of the Board and
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Scott A. Hill
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Scott A. Hill
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Chief Financial Officer
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