Home Listing method INTERCONTINENTAL EXCHANGE, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

INTERCONTINENTAL EXCHANGE, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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In this Quarterly Report on Form 10-Q, or Quarterly Report, and unless otherwise
indicated, the terms "Intercontinental Exchange," "ICE," "we," "us," "our," "our
company" and "our business" refer to Intercontinental Exchange, Inc., together
with its consolidated subsidiaries. All references to "options" or "options
contracts" in the context of our futures products refer to options on futures
contracts. Solely for convenience, references in this Quarterly Report to any
trademarks, service marks and trade names owned by ICE are listed without the ®,
™ and © symbols, but we will assert, to the fullest extent under applicable law,
our rights to these trademarks, service marks and trade names.

We also include references to third-party trademarks, trade names and service
marks in this Quarterly Report. Except as otherwise expressly noted, our use or
display of any such trademarks, trade names or service marks is not an
endorsement or sponsorship and does not indicate any relationship between us and
the parties that own such marks and names.

The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this quarterly report. Due to rounding, figures in tables may not add up exactly.

Forward-looking statements

This Quarterly Report, including the sections entitled "Notes to Consolidated
Financial Statements," "Legal Proceedings" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contains
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Any statements contained herein that are not statements of
historical fact may be forward-looking statements.

These forward-looking statements relate to future events or our future financial
performance and are based on our present beliefs and assumptions as well as the
information currently available to us. They involve known and unknown risks,
uncertainties and other factors that may cause our results, levels of activity,
performance, cash flows, financial position or achievements to differ materially
from those expressed or implied by these statements.

Forward-looking statements may be introduced by or contain terminology such as
"may," "will," "should," "could," "would," "targets," "goal," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "potential,"
"continue," or the antonyms of these terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, cash flows, financial position or achievements.
Accordingly, we caution you not to place undue reliance on any forward-looking
statements we may make.

Factors that may affect our performance and the accuracy of any forward-looking
statements include, but are not limited to, those listed below:
•conditions in global financial markets, domestic and international economic and
social conditions, inflation, political uncertainty and discord, geopolitical
events or conflicts, international trade policies and sanctions laws;
•the impact of the introduction of or any changes in laws, regulations, rules or
government policies with respect to financial markets, climate change, increased
regulatory scrutiny or enforcement actions and our ability to comply with these
requirements;
•volatility in commodity prices and equity prices, and price volatility of
financial benchmarks and instruments such as interest rates, credit spreads,
equity indices, foreign exchange rates, and mortgage origination trends;
•the impact of climate change and the transition to renewable energy and a net
zero economy;
•the business environment in which we operate and trends in our industry,
including trading volumes, prevalence of clearing, demand for data services,
mortgage lending activity, fees, changing regulations, competition and
consolidation;
•our ability to minimize the risks associated with operating clearing houses in
multiple jurisdictions;
•our exchanges' and clearing houses' compliance with their respective regulatory
and oversight responsibilities;
•the resilience of our electronic platforms and soundness of our business
continuity and disaster recovery plans;
•our ability to realize the expected benefits of our acquisitions and our
investments, including our ability to close the Black Knight acquisition when
expected;
•our ability to execute our growth strategy, identify and effectively pursue,
implement and integrate acquisitions and strategic alliances and realize the
synergies and benefits of such transactions within the expected time frame;
•the performance and reliability of our trading, clearing and mortgage
technologies and those of third-party service providers;
•our ability to keep pace with technological developments and client
preferences;
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•our ability to ensure that the technology we utilize is not vulnerable to
cyberattacks, hacking and other cybersecurity risks or other disruptive events
or to minimize the impact of any such events;
•our ability to keep information and data relating to the customers of the users
of the software and services provided by our ICE Mortgage Technology business
confidential;
•the impacts of the COVID-19 pandemic on our business, results of operations and
financial condition as well as the broader business environment;
•our ability to identify trends and adjust our business to benefit from such
trends, including trends in the U.S. mortgage industry such as inflation rates,
interest rates, new home purchases, refinancing activity, and home builder and
buyer sentiment, among others;
•our ability to evolve our benchmarks and indices in a manner that maintains or
enhances their reliability and relevance;
•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;
•our ability to incur additional debt and pay off our existing debt in a timely
manner;
•our ability to maintain existing market participants and data and mortgage
technology customers, and to attract new ones;
•our ability to offer additional products and services, leverage our risk
management capabilities and enhance our technology in a timely and
cost-effective fashion;
•our ability to attract, develop and retain key talent;
•our ability to protect our intellectual property rights and to operate our
business without violating the intellectual property rights of others; and
•potential adverse results of threatened or pending litigation and regulatory
actions and proceedings.

These risks and other factors include, among others, those set forth in Part 1,
Item 1(A) under the caption "Risk Factors" in our 2021 Form 10-K, as filed with
the SEC on February 3, 2022. Due to the uncertain nature of these factors,
management cannot assess the impact of each factor on the business or the extent
to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement
is made, and we undertake no obligation to update any of these statements to
reflect events or circumstances occurring after the date of this Quarterly
Report. New factors may emerge and it is not possible to predict all factors
that may affect our business and prospects.

Insight

We are a provider of market infrastructure, data services and technology
solutions to a broad range of customers including financial institutions,
corporations and government entities. Our products, which span major asset
classes including futures, equities, fixed income and U.S. residential
mortgages, provide our customers with access to mission critical tools that are
designed to increase asset class transparency and workflow efficiency. While we
report our results in three reportable business segments, we operate as one
business, leveraging the collective expertise, particularly in data services and
technology, that exists across our platforms to inform and enhance our
operations.

•In our Exchanges segment, we operate regulated marketplaces for the listing,
trading and clearing of a broad array of derivatives contracts and financial
securities.

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

•In our Mortgage Technology segment, we provide an end-to-end technology
platform that offers customers comprehensive, digital workflow tools that aim to
address the inefficiencies that exist in the U.S. residential mortgage market,
from application through closing and the secondary market.

RECENT DEVELOPMENTS

Pending the acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we had entered into a definitive agreement to
acquire Black Knight, Inc., or Black Knight, a software, data and analytics
company that serves the housing finance continuum, including real estate data,
mortgage lending and servicing, as well as the secondary markets. Pursuant to
the merger agreement, Sub will merge with and into Black Knight, with Black
Knight surviving as a wholly owned subsidiary of ICE. As of May 4, 2022, the
transaction was valued at approximately $13.1 billion, or $85 per share of Black
Knight common stock, with cash comprising 80% of the value of the aggregate
transaction consideration and shares of our common stock comprising 20% of the
value of the aggregate transaction consideration at that time. The aggregate
cash component of the transaction
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consideration is fixed at $10.5 billion, and the value of the aggregate stock
component of the transaction consideration will fluctuate with the market price
of our common stock and will be determined based on the average of the volume
weighted averages of the trading prices of our common stock on each of the ten
consecutive trading days ending three trading days prior to the closing of the
merger. This transaction builds on our position as a provider of end-to-end
electronic workflow solutions for the rapidly evolving U.S. residential mortgage
industry.

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

The transaction is expected to close in the first half of 2023, following the
receipt of regulatory approvals and the satisfaction of customary closing
conditions. On July 22, 2022, we filed an amended preliminary proxy
statement/prospectus on Form S-4 with the SEC, which is undergoing review by the
SEC.

Conflict in Ukraine

Our results of operations are affected by global economic conditions, including
macroeconomic conditions and geopolitical events or conflicts. The invasion of
Ukraine by Russia and the sanctions and other measures being imposed in response
to this conflict have increased the level of economic and political uncertainty.
The crisis in Russia, Belarus and Ukraine began in February 2022 and continues
as of the date of this Quarterly Report. We are in the process of suspending all
services in Russia and expect to cease all offerings in Russia by the end of
2022. From an operational perspective, our businesses, including our exchanges,
clearing houses, listings venues, data services businesses and mortgage
platforms, have not suffered a material negative impact as a result of these
events in Ukraine and the surrounding region. We continue to monitor the
uncertainty surrounding the extent and duration of this ongoing conflict and the
impact that it may have on the global economy and on our business.

Regulation

Our activities and the markets in which we operate are subject to regulations
that impact us as well as our customers, and, in turn, meaningfully influence
our activities, the manner in which we operate and our strategy. We are
primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K.,
EU, Canada, Singapore and Abu Dhabi. Failure to satisfy regulatory requirements
can or may give rise to sanctions by the applicable regulator.

Global policy makers have undertaken reviews of their existing legal framework
governing financial markets in connection with regulatory reform, and have
either passed new laws and regulations, or are in the process of debating and/or
enacting new laws and regulations that apply to our business and to our
customers' businesses. Legislative and regulatory actions may impact the way in
which we or our customers conduct business and may create uncertainty, which
could affect trading volumes or demand for market data. See Part 1, Item 1
"Business - Regulation" and Part 1, Item 1(A) "Risk Factors" included in our
2021 Form 10-K for a discussion of the primary regulations applicable to our
business and certain risks associated with those regulations.

Domestic and foreign policy makers continue to review their legal frameworks
governing financial markets, and periodically change the laws and regulations
that apply to our business and to our customers' businesses. Our key areas of
focus on these evolving efforts are:

•Regulatory structure applicable to non-EU clearing houses. On January 1, 2020,
the European Markets Infrastructure Regulation, or EMIR 2.2, became effective,
which revises the EU's current regulatory and supervisory structure for EU and
non-EU clearing houses. The European Securities and Markets Authority, or ESMA,
has recognized ICE Clear Europe as a third-country central counterparty, or CCP,
under EMIR and determined that it is a Tier 2 CCP on the basis that it is
systemically important to the financial stability of the EU or one or more of
its Member States. ESMA has recognized all other ICE clearing houses as
third-country CCPs and determined that they are Tier 1 CCPs on the basis that
they are not systemically-important to the financial stability of the EU or one
or more of its Member States. ESMA's continuing implementation of these
delegated regulations could still impact one or more of our other non-EU
clearing houses. In February 2022, the European Commission extended the
temporary equivalence for U.K. CCPs until June 2025. In March 2022, ESMA
extended the ICE Clear Europe recognition decision and tiering determination
until June 2025 and confirmed the recognition and tiering determination of all
other ICE clearing houses.

•Benchmarks Regulation. The Financial Conduct Authority, or FCA, used its legal
powers under the U.K. Benchmarks Regulation, or U.K. BMR, to require ICE
Benchmark Administration Limited, or IBA, as the administrator of the London
Interbank Offered Rate, or LIBOR, to publish certain Sterling and Japanese Yen
LIBOR settings under a changed "synthetic" methodology until the end of 2022.
Any settings published under a "synthetic" methodology are

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no longer considered to be representative of the underlying market or economic
reality the setting is intended to measure as those terms are used in the U.K.
BMR. The FCA confirmed that it expects that certain U.S. Dollar LIBOR settings
will continue to be published on a representative basis until the end of June
2023. In June 2022, the FCA published a consultation on ceasing "synthetic"
Sterling LIBOR settings and transitioning away from U.S. Dollar LIBOR. The FCA
will continue to consider requiring IBA to publish certain U.S. Dollar LIBOR
settings beyond June 30, 2023 under a changed "synthetic" methodology. Usage of
the "synthetic" LIBOR and U.S. Dollar LIBOR settings may be restricted or
prohibited in certain circumstances under applicable law.

The European Commission used its powers under the EU Benchmarks Regulation, or
EU BMR, to designate replacement benchmarks for certain Swiss franc LIBOR
settings and the Euro Overnight Index Average, or EONIA, which cover all
references to the relevant benchmark. The transition period for the use of
benchmarks provided by third-country administrators has been extended until at
least December 31, 2023. In May 2022, the European Commission published a
consultation on the third-country regime of the EU BMR to prepare for the
development of a legislative proposal.

In March 2022, President Biden signed into law federal LIBOR legislation,
referred to as the LIBOR Act, designed to reduce uncertainty and economic
impacts of the permanent cessation of LIBOR for specified contracts, securities
and other agreements that are economically linked to LIBOR. The LIBOR Act
provides a statutory framework to replace U.S. Dollar LIBOR with a benchmark
rate based on the SOFR for contracts governed by U.S. law that have no fallbacks
or fallbacks that would require the use of a poll or LIBOR-based rate.

•Policy intervention to address high energy prices. In March 2022, EU leaders
agreed to reduce the EU's dependency on Russian gas, oil and coal imports and
invited the European Commission to put forward legislative proposals to ensure
security of supply and affordable energy prices. Various options for regulatory
intervention have been adopted by the European Commission to allow EU countries
to jointly buy strategic reserves of gas. The potential impact of the measures
on the functioning of European energy wholesale markets remain uncertain at this
time.

•CCP Resolution. In March 2022, the U.K. Treasury published a feedback statement
and status update on its plans to enhance the U.K.'s regime for resolution of
CCPs in the event that they fail. This is intended to expand the prior regime
which was not in line with U.K. Financial Stability Board guidance issued
subsequently. Many of the parameters of the new regime have yet to be finalized
and will be subject to a consultation process by the Bank of England which will
be the resolution authority for CCPs in the U.K. However, they will include
increased CCP contributions (known as "second skin in the game") to the default
fund.

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Consolidated Financial Highlights


The following summarizes our results and significant changes in our consolidated
financial performance for the periods presented (dollars in millions, except per
share amounts and YTD represents the six-month periods ended June 30th).

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(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. Adjusted net income attributable to
ICE is presented net of taxes. These adjusted numbers are not calculated in
accordance with U.S. GAAP. See "- Non-GAAP Financial Measures" below.
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                                             Six Months Ended June 30,                                 Three Months Ended June 30,
                                               2022                2021             Change                2022                2021              Change
Revenues, less transaction-based
expenses                                 $     3,713            $ 3,504               6 %           $     1,814            $ 1,707               6 %
   Recurring revenues(1)                 $     1,852            $ 1,715               8 %           $       931            $   870               7 %
   Transaction revenues, net(1)          $     1,861            $ 1,789               4 %           $       883            $   837               6 %
Operating expenses                       $     1,852            $ 1,813               2 %           $       945            $   908               4 %
Adjusted operating expenses(2)           $     1,486            $ 1,473               1 %           $       740            $   744               - %
Operating income                         $     1,861            $ 1,691              10 %           $       869            $   799               9 %
Adjusted operating income(2)             $     2,227            $ 2,031               10%           $     1,074            $   963               12%
Operating margin                                  50    %            48   %          2 pts                   48    %            47   %           1 pt
Adjusted operating margin(2)                      60    %            58   %          2 pt                    59    %            56   %          3 pts
Other income/(expense), net              $      (290)           $ 1,074             (127) %         $      (130)           $ 1,133             (112) %
Income tax expense                       $       338            $   862             (61) %          $       173            $   679              (75) %
Effective tax rate                                22    %            31   %         (9 pts)                  23    %            35   %         (12 pts)
Net income attributable to ICE           $     1,212            $ 1,898             (36) %          $       555            $ 1,252              (56) %
Adjusted net income attributable to
ICE(2)                                   $     1,543            $ 1,391              11 %           $       739            $   657               12 %
Diluted earnings per share attributable
to ICE common stockholders               $      2.16            $  3.36             (36) %          $      0.99            $  2.22              (55) %
Adjusted diluted earnings per share
attributable to ICE common
stockholders(2)                          $      2.75            $  2.46              12 %           $      1.32            $  1.16               14 %
Cash flows from operating activities     $     1,725            $ 1,607               7 %




(1) We define recurring revenue as that part of our revenue that is generally predictable, stable and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility . We define transaction revenue as that associated with a more specific one-time service, such as executing a transaction or registering a mortgage.

(2) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. Adjusted net income attributable to
ICE and adjusted diluted earnings per share attributable to ICE common
stockholders are presented net of taxes. These adjusted numbers are not
calculated in accordance with U.S. GAAP. See "- Non-GAAP Financial Measures"
below.

•Revenues, less transaction-based expenses, increased $209 million and $107
million for the six months and three months ended June 30, 2022, respectively,
from the comparable periods in 2021. See "-Exchanges Segment", "Fixed Income and
Data Services Segment" and "Mortgage Technology Segment" below for a discussion
of the significant changes in our revenues. The increase in revenues during the
six months and three months ended June 30, 2022 includes $44 million and $30
million, respectively, in unfavorable foreign exchange effects arising from
fluctuations in the U.S. dollar from the comparable periods in 2021. See Item 3
"Quantitative and Qualitative Disclosures About Market Risk-Foreign Currency
Exchange Rate Risk" below for additional information on the impact of currency
fluctuations.

•Operating expenses increased $39 million and $37 million for the six months and
three months ended June 30, 2022, respectively, from the comparable periods in
2021. See "-Consolidated Operating Expenses" below for a discussion of the
significant changes in our operating expenses. The increase in operating
expenses during the six months and three months ended June 30, 2022 includes $14
million and $11 million, respectively, in favorable foreign exchange effects
arising from fluctuations in the U.S. dollar from the comparable periods in
2021. See Item 3 "Quantitative and Qualitative Disclosures About Market
Risk-Foreign Currency Exchange Rate Risk" below for additional information on
the impact of currency fluctuations.

Variability of quarterly comparisons

Our business environment has been characterized by:

•globalization of market places, customers and competitors;

•increasing customer demand for workflow efficiency and automation;

•uncertainty in commodity markets, interest rates and financial markets;

•increasing demand for data to inform risk management and client investment decisions;

• evolving, growing and disparate regulation in multiple jurisdictions;

• price volatility increasing customer demand for risk management services;

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•increased focus on investment and cost savings;

•customer preference for managing risk on markets with the greatest liquidity and the greatest diversity of products;

•the development of existing products and the innovation of new products to meet new customer needs and changes in industrial agreements;

•increasing demand for speed, data, data capacity and connectivity by market players, requiring increased investment in technology; and

•the consolidation and intensification of competition between global trading, clearing and listing markets.

For additional information regarding factors that affect our results of operations, see Item 1(A) “Risk Factors” included in our 2021 Form 10-K, and Part II, Item 1(A) “Risk Factors.” risk” below.

Sector results

Our business is conducted through three reportable business segments, comprising the following:

•In our Exchanges segment, we operate regulated marketplaces for the listing,
trading and clearing of a broad array of derivatives contracts and financial
securities;

•In our Fixed Income and Data Services segment, we provide fixed income pricing,
reference data, indices, analytics and execution services as well as global CDS
clearing and multi-asset class data delivery solutions; and

•In our Mortgage Technology segment, we provide an end-to-end technology
platform that offers customers comprehensive, digital workflow tools that aim to
address the inefficiencies that exist in the U.S. residential mortgage market,
from application through closing and the secondary market.

While revenues are recorded specifically in the segment in which they are earned
or to which they relate, a significant portion of our operating expenses are not
solely related to a specific segment because the expenses serve functions that
are necessary for the operation of more than one segment. We directly allocate
expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue
approach as the allocation method for the expenses that do not relate solely to
one segment and serve functions that are necessary for the operation of all
segments. Our segments do not engage in intersegment transactions.
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Trading segment

The following information presents selected income statements for our Exchanges segment (in millions of dollars and year-to-date represents the six-month periods ended June 30):

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(1) The adjusted numbers in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted numbers are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.
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                                            Six Months Ended June 30,                                      Three Months Ended June 30,
                                              2022                2021                    Change              2022              2021                Change
Revenues:
Energy futures and options              $         618          $   584                          6  %       $    265          $   274                     (3) %
Agricultural and metals futures and
options                                           122              121                          1                61               62                     (1)
Financial futures and options                     253              188                         35               123               83                     50
Futures and options                               993              893                         11               449              419                      7
Cash equities and equity options                1,357            1,246                          9               698              512                     37
OTC and other                                     205              155                         32               108               78                     39
Transaction and clearing, net                   2,555            2,294                         11             1,255            1,009                    

25

Data and connectivity services                    432              415                          4               218              208                      4
Listings                                          260              233                         12               131              119                     10
Revenues                                        3,247            2,942                         10             1,604            1,336                     20
Transaction-based expenses(1)                   1,159            1,059                          9               599              427                    

40

Revenues, less transaction-based
expenses                                        2,088            1,883                         11             1,005              909                     11
Other operating expenses                          484              513                         (6)              244              260                     (6)
Depreciation and amortization                     118              124                         (5)               60               61                     (2)
Acquisition-related transaction and
integration costs                                   1               10                        (89)                -                5                    (93)
Operating expenses                                603              647                         (7)              304              326                     (7)
Operating income                        $       1,485          $ 1,236                         20  %       $    701          $   583                     20  %

Recurring revenues                      $         693          $   648                          7  %            350              327                      7  %
Transaction revenues, net               $       1,395          $ 1,235                         13  %            655              582                     13  %

(1) Transaction-related expenses are largely attributable to our equity and cash options activities.

Exchanges Revenues

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

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

For the six months ended June 30, 2022 and 2021, 19% and 16%, respectively, of
our Exchanges segment revenues, less transaction-based expenses, were billed in
pounds sterling or euros. For the three months ended June 30, 2022 and 2021, 18%
and 16%, respectively, of our Exchanges segment revenues, less transaction-based
expenses, were billed in pounds sterling or euros. Due to the fluctuations of
the pound sterling and euro compared to the U.S. dollar, our Exchanges segment
revenues, less transaction-based expenses, were lower by $33 million and
$22 million for the six months and three months ended June 30, 2022, from the
comparable periods in 2021.

Our exchange transaction and clearing revenues are presented net of rebates. We
recorded rebates of $464 million and $526 million for the six months ended
June 30, 2022 and 2021, respectively, and $201 million and $252 million for the
three months ended June 30, 2022 and 2021, respectively. We offer rebates in
certain of our markets primarily to support market liquidity and trading volume
by providing qualified participants in those markets a discount to the
applicable commission rate. Such rebates are calculated based on volumes traded.
The decrease in rebates for the six
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months and three months ended June 30, 2022 is primarily due to the migration of
Sterling futures rebates into the Sterling Overnight Index Average, or SONIA,
and a change in the pricing and structure of SONIA products.

•Energy Futures and Options: Total energy volume increased 5% and revenues
increased 6% for the six months ended June 30, 2022 from the comparable period
in 2021 and volume increased 2% and revenues decreased 3% for the three months
ended June 30, 2022 from the comparable period in 2021.

-Total oil futures and options volume decreased 6% and 12% for the six months
and three months ended June 30, 2022, respectively, from the comparable periods
in 2021, due in part to a confluence of macroeconomic and geopolitical events
and uncertainties.

-Our global natural gas futures and options volumes increased 31% and 35% for the six months and three months ended June 30, 2022respectively, compared to the comparable periods of 2021, due to increased price volatility related to geopolitical events, including the conflict in Ukraine in the first half of 2022.

-Our environmentals and other futures and options volume increased 1% for the
six months ended June 30, 2022 and decreased 13% for the three months ended
June 30, 2022, from the comparable periods in 2021, due in part to lower power
volumes and environmental options volumes in the second quarter of 2022 versus
the year ago period.

•Agricultural and Metals Futures and Options: Total volumes in our agricultural
and metals futures and options markets were flat for both the six months and
three months ended June 30, 2022 from the comparable periods in 2021 and
revenues increased 1% for the six months ended June 30, 2022 and decreased 1%
for the three months ended June 30, 2022, from the comparable periods in 2021.
In the second quarter of 2022, increased sugar, cocoa and cotton volumes were
offset by lower coffee volumes. Revenues increased in the first half of 2022 due
to elevated price volatility and price inflation driving an increased need to
manage risk across our commodity markets.

-Sugar futures and options volumes decreased 2% for the six months ended
June 30, 2022 and increased by 1% for the three months ended June 30, 2022compared to comparable periods in 2021.

-Other agricultural and metal futures and options volume increased 1% for the
six months ended June 30, 2022 from the comparable period in 2021 and decreased
1% for the three months ended June 30, 2022 from the comparable period in 2021.

•Financial Futures and Options: Total volumes in our financial futures and
options markets increased 1% and 7% for the six months and three months ended
June 30, 2022, respectively, from the comparable periods in 2021 and revenues
increased 35% and 50% for the six months and three months ended June 30, 2022,
respectively, from the comparable periods in 2021. The six months ended June 30,
2022 benefited from elevated volatility across global markets driven by
geopolitical events, central bank activity and inflationary concerns.

-Interest rate futures and options volume decreased 2% for the six months ended
June 30, 2022 and increased 4% for the three months ended June 30, 2022, from
the comparable periods in 2021, and revenue increased 48% and 66% for the six
months and three months ended June 30, 2022, respectively, from the comparable
periods in 2021. The decrease in volume is due to the transition of the
LIBOR-based Sterling contract to the alternative rate-based SONIA contract which
is half the notional size of the Sterling contract. Adjusting for the difference
in contract size, interest rate volumes increased 22% and 25% for the six months
and three months ended June 30, 2022, respectively, from the comparable periods
in 2021, driven by interest rate volatility and increased speculation of central
bank activity due to inflation concerns. Interest rate futures and options
revenues were $158 million and $108 million for the six months ended June 30,
2022 and 2021, respectively, and $76 million and $46 million for the three
months ended June 30, 2022 and 2021, respectively.

-Other financial futures and options volume, which includes our MSCI®, FTSE® and
NYSE FANG+ equity index products, increased 16% and 26%, for the six months and
three months ended June 30, 2022, respectively, from the comparable periods in
2021. Financial futures and options revenue increased 18% and 29% for the six
months and three months ended June 30, 2022, respectively, from the comparable
periods in 2021. The six months ended June 30, 2022 benefited from elevated
volatility across global markets driven by geopolitical events, central bank
activity and inflationary concerns. Other financial futures and options revenues
were $95 million and $80 million for the six months ended June 30, 2022 and
2021,
                                       41
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respectively and $47 million and $37 million for the three months ended June 30, 2022 and 2021, respectively.

•Cash Equities and Equity Options: Cash equities volume increased 2% and 17% for
the six months and three months ended June 30, 2022, respectively, from the
comparable periods in 2021 due to higher total market volumes driven by elevated
volatility related to inflationary and recessionary concerns. Cash equities
revenues, net of transaction-based expenses, were $147 million and $130 million
for the six months ended June 30, 2022 and 2021, respectively, and $74 million
and $59 million for the three months ended June 30, 2022 and 2021, respectively.
Equity options volume increased 15% and 25% for the six months and three months
ended June 30, 2022, respectively, from the comparable periods in 2021 driven by
increased market share. Equity options revenues, net of transaction-based
expenses, were $51 million and $57 million for the six months ended June 30,
2022 and 2021, respectively, and $25 million and $26 million for the three
months ended June 30, 2022 and 2021, respectively.

•OTC and Other: OTC and other transactions include revenues from our OTC energy
business and other trade confirmation services, as well as interest income on
certain clearing margin deposits, regulatory penalties and fines, fees for use
of our facilities, regulatory fees charged to member organizations of our U.S.
securities exchanges, designated market maker service fees, exchange membership
fees and agricultural grading and certification fees. Our OTC and other revenues
increased 32% and 39% for the six months and three months ended June 30, 2022,
respectively, from the comparable periods in 2021 primarily due to an increase
in interest income on clearing margin deposits. Following the October 2021 Bakkt
transaction, Bakkt revenues are no longer included within our OTC and other
revenues.

•Data and Connectivity Services: Our data and connectivity services revenues
increased 4% for both the six months and three months ended June 30, 2022 from
the comparable periods in 2021. The increase in revenue was driven by the strong
retention rate of existing customers, the addition of new customers and
increased purchases by existing customers.

•Listings Revenues: Through NYSE, NYSE American and NYSE Arca, we generate
listings revenue related to the provision of listings services for public
companies and ETFs, and related corporate actions for listed companies. Listings
revenues increased 12% and 10% for the six months and three months ended
June 30, 2022, respectively, from the comparable periods in 2021, driven by the
full impact of strong equity capital markets activity in 2021. All listings fees
are billed upfront and revenues are recognized over time as the identified
performance obligations are satisfied.
                                       42
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Selected operating data

The following charts and tables present trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as the futures and options rate per contract (in millions, except for percentages and rate by contract amount and YTD represents six-month periods ending June 30):

Volume and rate per contract

[[Image Removed: ice-20220630_g13.jpg]][[Image Removed: ice-20220630_g14.jpg]][[Image Removed: ice-20220630_g15.jpg]]

                                      Six Months Ended June 30,                             Three Months Ended June 30,
                                        2022             2021              Change              2022             2021             Change
Number of contracts traded (in
millions):
Energy futures and options                399             381                    5  %            177             175                  2  %
Agricultural and metals futures and
options                                    52              51                    -                26              25                  -
Financial futures and options             328             325                    1               158             148                  7
Total                                     779             757                    3  %            361             348                  4  %

                                      Six Months Ended June 30,                             Three Months Ended June 30,
                                        2022             2021              Change              2022             2021             Change
Average daily volume of contracts
traded
(in thousands):
Energy futures and options              3,221           3,070                    5  %          2,862           2,774                  3  %
Agricultural and metals futures and
options                                   416             417                    -               416             409                  2
Financial futures and options           2,599           2,587                    -             2,523           2,342                  8
Total                                   6,236           6,074                    3  %          5,801           5,525                  5  %

                                      Six Months Ended June 30,                             Three Months Ended June 30,
                                        2022             2021              Change              2022             2021             Change
Rate per contract:
Energy futures and options           $   1.55          $ 1.53                    1  %       $   1.49          $ 1.57                 (5) %
Agricultural and metals futures and
options                              $   2.37          $ 2.34                    1  %       $   2.36          $ 2.39                 (1) %
Financial futures and options        $   0.76          $ 0.57                   35  %       $   0.77          $ 0.55                 41  %




                                       43
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Open interest is the aggregate number of contracts (long or short) that clearing
members hold either for their own account or on behalf of their clients. Open
interest refers to the total number of contracts that are currently "open," - in
other words, contracts that have been entered into but not yet liquidated by
either an offsetting trade, exercise, expiration or assignment. Open interest is
also a measure of the future activity remaining to be closed out in terms of the
number of contracts that members and their clients continue to hold in the
particular contract and by the number of contracts held for each contract month
listed by the exchange. The following charts and table present our quarter-end
open interest for our futures and options contracts (in thousands, except for
percentages):

       Open Interest

[[Image Removed: ice-20220630_g16.jpg]][[Image Removed: ice-20220630_g17.jpg]][[Image Removed: ice-20220630_g18.jpg]]

                                                      As of June 30,
                                                  2022                2021  

To change

Open interest - in thousands of contracts:
Energy futures and options                      43,985               44,602         (1) %
Agricultural and metals futures and options      3,519                3,654         (4)
Financial futures and options                   28,129               32,758        (14)
Total                                           75,633               81,014         (7) %


The following charts and tables present selected cash and equity options trading
data. All trading volume below is presented as average net daily trading volume,
or ADV, and is single counted and YTD represents the six-month periods ended
June 30th:
                                       44
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[[Image Removed: ice-20220630_g19.jpg]][[Image Removed: ice-20220630_g20.jpg]][[Image Removed: ice-20220630_g21.jpg]][[Image Removed: ice-20220630_g22.jpg]]

                                            Six Months Ended June 30,                                        Three Months Ended June 30,
                                            2022                  2021                 Change                2022                  2021                 Change
NYSE cash equities (shares in
millions):
Total cash handled volume                     2,606                 2,557                    2  %              2,591                 2,206                    17  %
 Total cash market share matched               20.1  %               19.9  %              0.2 pts               20.2  %               20.5  %          

(0.3 points)

NYSE equity options (contracts in
thousands):
NYSE equity options volume                    7,937                 6,909                   15  %              7,647                 6,113                    25  %
Total equity options volume                  38,350                37,272                    3  %             36,672                34,580                     6  %
 NYSE share of total equity options            20.7  %               18.5  %              2.2 pts               20.9  %               17.7  %          

3.2 points

Revenue capture or rate per contract:
Cash equities rate per contract (per
100 shares)                                     $0.046                $0.041                11  %                $0.047                $0.043                  9  %
Equity options rate per contract                 $0.05                 $0.07               (23) %                 $0.05                 $0.07      

(23)%


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

Transaction-based expenses

Our equities and equity options markets pay fees to the SEC pursuant to
Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as
a component of transaction and clearing fee revenue. These Section 31 fees are
assessed to recover the government's costs of supervising and regulating the
securities markets and professionals and are subject to change. We, in turn,
collect corresponding activity assessment fees from member organizations
clearing or settling trades on the equities and options exchanges, and recognize
these amounts in our transaction and clearing revenues when invoiced. The
activity assessment fees are designed to equal the Section 31 fees. As a result,
activity assessment fees and the corresponding Section 31 fees do not have an
impact on our net income, although the timing of payment by us will vary from
collections. Section 31 fees were $174 million and $166 million for the six
months ended
                                       45
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June 30, 2022 and 2021, respectively, and $123 million and $41 million for the
three months ended June 30, 2022 and 2021, respectively. The increase in Section
31 fees was primarily due to an increase in rates. The fees we collect are
included in cash at the time of receipt and we remit the amounts to the SEC
semi-annually as required. The total amount is included in accrued liabilities
and was $172 million as of June 30, 2022.

We make liquidity payments to cash and options trading customers, as well as
routing charges made to other exchanges which are included in transaction-based
expenses. We incur routing charges when we do not have the best bid or offer in
the market for a security that a customer is trying to buy or sell on one of our
securities exchanges. In that case, we route the customer's order to the
external market center that displays the best bid or offer. The external market
center charges us a fee per share (denominated in tenths of a cent per share)
for routing to its system. We record routing charges on a gross basis as a
component of transaction and clearing fee revenue. Cash liquidity payments,
routing and clearing fees were $985 million and $893 million for the six months
ended June 30, 2022 and 2021, respectively, and $476 million and $386 million
for the three months ended June 30, 2022 and 2021, respectively.

Operating expenses, operating income and operating margin

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

Exchanges Segment:                       Six Months Ended June 30,                                   Three Months Ended June 30,
                                           2022                2021              Change                 2022                2021             Change
Operating expenses                   $       603            $   647                   (7) %       $      304             $  326                   (7) %
Adjusted operating expenses(1)       $       570            $   600                   (5) %       $      287             $  302                   (5) %
Operating income                     $     1,485            $ 1,236                   20  %       $      701             $  583                   20  %
Adjusted operating income(1)         $     1,518            $ 1,283                   18  %       $      718             $  607                   18  %
Operating margin                              71    %            66   %               5 pts               70     %           64   %               6 pts
Adjusted operating margin(1)                  73    %            68   %               5 pts               71     %           67   %               4 pts





























(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted numbers are not
calculated in accordance with U.S. GAAP. See "- Non-GAAP Financial Measures"
below.
                                       46
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Fixed Income and Data Services Sector

The following charts and tables present our key income statement data for our Fixed Income and Data Services segment (in millions of dollars and year-to-date represents the six-month periods ended June 30):

                    [[Image Removed: ice-20220630_g23.jpg]]

[[Image Removed: ice-20220630_g24.jpg]][[Image Removed: ice-20220630_g25.jpg]][[Image Removed: ice-20220630_g26.jpg]][[Image Removed: ice-20220630_g27.jpg]]




(1) The adjusted figures in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted numbers are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.
                                       47
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                                          Six Months Ended June 30,                                  Three Months Ended June 30,
                                             2022               2021              Change                2022                2021               Change
Revenues:
Fixed income execution                 $          40          $  27                   46  %       $           25          $   13                   84  %
CDS clearing                                     138             93                   48                      66              38                   72
Fixed income data and analytics                  551            532                    4                     274             268                    3
Fixed income and credit                          729            652                   12                     365             319                   14
Other data and network services                  292            274                    7                     147             139                    6
Revenues                                       1,021            926                   10                     512             458                   12
Other operating expenses                         516            500                    3                     252             251                    1

Depreciation and amortization                    176            172                    2                      86              86                   (1)

Operating expenses                               692            672                    3                     338             337                    -
Operating income                       $         329          $ 254                   29  %       $          174          $  121                   43  %

Recurring revenues                     $         843          $ 806                    5  %       $          421          $  407                    4  %
Transaction revenues                   $         178          $ 120                   48  %       $           91          $   51                   75  %

In the table above, we consider fixed income data and analytics revenue and other data and network services revenue as recurring revenue.

For the six months ended June 30, 2022 and 2021, 12% and 14%, respectively, of
our Fixed Income and Data Services segment revenues were billed in pounds
sterling or euros and for the three months ended June 30, 2022 and 2021, 12% and
14%, respectively, of our Fixed Income and Data Services segment revenues were
billed in pounds sterling or euros. As the pound sterling or euro exchange rate
changes, the U.S. equivalent of revenues denominated in foreign currencies
changes accordingly. Due to the fluctuations of the pound sterling and euro
compared to the U.S. dollar, our Fixed Income and Data Services revenues were
lower by $11 million and $8 million for the six months and three months ended
June 30, 2022, respectively, than the comparable periods in 2021.

Revenues from fixed income securities and data services

Our Fixed Income and Data Services revenues increased 10% and 12% for the six
months and three months ended June 30, 2022, respectively, from the comparable
periods in 2021. The increase in revenue was primarily due to strength in our
fixed income execution and CDS clearing businesses due to elevated volatility
across global markets driven by geopolitical events, central bank activity and
inflationary concerns as well as increased market share.

•Fixed Income Execution: Fixed income execution includes revenues from ICE
Bonds. Execution fees are reported net of rebates, which were nominal for both
the six months and three months ended June 30, 2022 and 2021. Our fixed income
execution revenues increased 46% and 84% for the six months and three months
ended June 30, 2022, respectively, from the comparable periods in 2021, due to
elevated volatility across global markets driven by geopolitical events, central
bank activity and inflationary concerns.

•CDS Clearing: CDS clearing revenues increased 48% and 72% for the six months
and three months ended June 30, 2022, respectively, from the comparable periods
in 2021. The notional value of CDS cleared was $13.6 trillion and $8.1 trillion
for the six months ended June 30, 2022 and 2021, respectively, and $5.9 trillion
and $3.1 trillion for the three months ended June 30, 2022 and 2021,
respectively. The increases in the notional value of CDS cleared were primarily
driven by heightened volatility related to geopolitical events and inflationary
concerns.

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues
increased 4% and 3% for the six months and three months ended June 30, 2022,
respectively, from the comparable periods in 2021. The increase in revenue was
due to strength in our index business and continued growth in our pricing and
reference data business driven by the strong retention rate of existing
customers, the addition of new customers and increased purchases by existing
customers.

•Other Data and Network Services: Our other data and network services revenues
increased 7% and 6% for the six months and three months ended June 30, 2022,
respectively, from the comparable periods in 2021. The increase in revenues was
driven primarily by growth in our ICE Global Network offering, coupled with
strength in our consolidated feeds and stronger desktop revenues.
                                       48
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Annual Subscription Value, or ASV, represents, at a point in time, the data
services revenues, which includes Fixed Income Data and Analytics as well as
other data and network services, subscribed for the succeeding 12 months. ASV
does not include new sales, contract terminations or price changes that may
occur during that 12-month period. However, while it is an indicative
forward-looking metric, it does not provide a precise growth forecast of the
next 12 months of data services revenues.

As of June 30, 2022, ASV was $1.682 billion, which increased 5.0% compared to
the ASV as of June 30, 2021. ASV represents nearly 100% of total data services
revenues for this segment. This does not adjust for year-over-year foreign
exchange fluctuations.

Operating expenses, operating income and operating margin

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

Fixed Income and Data Services
Segment:                                 Six Months Ended June 30,                                  Three Months Ended June 30,
                                           2022                2021              Change                2022                2021                Change
Operating expenses                   $      692             $   672                   3  %       $      338             $  337                      -  %
Adjusted operating expenses(1)       $      599             $   581                   3  %       $      294             $  291                      1  %
Operating income                     $      329             $   254                  29  %       $      174             $  121                     43  %
Adjusted operating income(1)         $      422             $   345                  22  %       $      218             $  167                     31  %
Operating margin                             32     %            27   %              5 pts               34     %           26   %                 8 pts
Adjusted operating margin(1)                 41     %            37   %              4 pts               43     %           36   %                 7 pts






















(1) The adjusted figures exclude items that are not reflective of our ongoing
core operations and business performance. These adjusted numbers are not
calculated in accordance with U.S. GAAP. See "- Non-GAAP Financial Measures"
below.
                                       49
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Mortgage technology segment

The following charts and table present our selected statements of income data
for our Mortgage Technology segment (dollars in millions and YTD represents the
six-month periods ended June 30th):

                    [[Image Removed: ice-20220630_g28.jpg]]

[[Image Removed: ice-20220630_g29.jpg]][[Image Removed: ice-20220630_g30.jpg]]

[[Image Removed: ice-20220630_g31.jpg]][[Image Removed: ice-20220630_g32.jpg]]



(1) The adjusted figures in the charts above are calculated by excluding items
that are not reflective of our cash operations and core business performance. As
a result, these adjusted numbers are not calculated in accordance with U.S.
GAAP. See "- Non-GAAP Financial Measures" below.
                                       50
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                                             Six Months Ended June 30,                              Three Months Ended June 30,
                                                2022               2021             Change            2022              2021                Change*
Revenues:
Origination technology                              399            495               (19)%              196               241                (19)%
Closing solutions                                   134            139                (3)                64                69                 (6)
Data and analytics                                   44             36                21                 24                18                  37
Other                                                27             25                 8                 13                12                  4
Revenues                                            604            695               (13)               297               340                 (13)
Other operating expenses                            280            266                 5                140               136                  3
Acquisition-related transaction and
integration costs                                    61             18                260                53                 5                 n/a
Depreciation and amortization                       216            210                 3                110               104                  6
Operating expenses                                  557            494                13                303               245                  24
Operating income/(loss)                   $          47          $ 201               (77)%         $     (6)         $     95                (107)%

Recurring revenues                        $         316          $ 261                21%          $    160          $    136                 18%
Transaction revenues                      $         288          $ 434               (34)%         $    137          $    204                (33)%

*Percentage changes in the table above considered “n/a” are not significant.

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

Mortgage Technology Revenue

Our mortgage technology revenues are derived from our comprehensive, end-to-end
U.S. residential mortgage platform. Our mortgage technology business is intended
to enable greater workflow efficiency for customers focused on originating U.S.
residential mortgage loans. Mortgage technology revenues decreased $91 million
and $43 million for the six months and three months ended June 30, 2022 from the
comparable periods in 2021 due to lower mortgage origination volumes.

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

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

•Closing solutions: Our closing solutions connect key participants, such as
lenders, title and settlement agents and individual county recorders, to
digitize the closing and recording process. Closing solutions also include
revenues from our Mortgage Electronic Registrations Systems, Inc., or MERS
database, which provides a system of record for recording and tracking changes
and servicing rights and beneficial ownership interests in loans secured by U.S.
residential real estate. Revenues from closing solutions are largely
transaction-based.

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

•Other: Other income includes fees for professional services, as well as income from ancillary products. Other revenue can be both recurring and transaction-based.

                                       51
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Operating expenses, operating income/(loss) and operating margin

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

Mortgage Technology Segment:                  Six Months Ended June 30,                                      Three Months Ended June 30,
                                                2022                2021                 Change*                2022                2021                 Change
Operating expenses                        $      557             $   494                   13%            $      303             $   245                  24%
Adjusted operating expenses(1)            $      317             $   292                   9%             $      159             $   151                   6%
Operating income/(loss)                   $       47             $   201                  (77)%           $       (6)            $    95                 (107)%
Adjusted operating income(1)              $      287             $   403                  (29)%           $      138             $   189                 (27)%
Operating margin                                   8     %            29   %            (21 pts)                  (2)    %            28   %            (30 pts)
Adjusted operating margin(1)                      47     %            58   %            (11 pts)                  46     %            56   %            (10 pts)










































(1) Adjusted figures exclude items that do not reflect our ongoing core business and business performance. These adjusted figures are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures”

                                       52
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Consolidated operating expenses

The following table shows our consolidated operating expenses (in millions of dollars and YTD represents the six-month periods ended June 30):

                    [[Image Removed: ice-20220630_g33.jpg]]

                                                Six Months Ended June 30,                                  Three Months Ended June 30,
                                                  2022                2021                Change              2022             2021                Change
Compensation and benefits                   $         714          $   719                     (1) %       $    355          $  365                    (3) %
Professional services                                  69               81                    (15)               35              37                    (7)
Acquisition-related transaction and
integration costs                                      62               28                    121                53              10                   435
Technology and communication                          344              327                      5               169             165                     3
Rent and occupancy                                     41               41                      1                20              20                     4
Selling, general and administrative                   112              111                      1                57              60                    

(4)

Depreciation and amortization                         510              506                      1               256             251                     2
Total operating expenses                    $       1,852          $ 1,813                      2  %       $    945          $  908                     4  %


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

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

For the two months ended June 30, 2022 and 2021, 10% of our operating expenses were invoiced in pounds sterling or euros, and for the two quarters ended June 30, 2022 and 2021, 10% of our operating expenses were invoiced in

                                       53
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pounds sterling or euros. Due to fluctuations in the U.S. dollar compared to the
pound sterling and euro, our consolidated operating expenses were $14 million
and $11 million lower during the six months and three months ended June 30,
2022, respectively, than in the comparable periods in 2021. See Item 3 "-
Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency
Exchange Rate Risk" below for additional information.

Compensation and benefits expenses

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

                                         Six Months Ended June 30,                                       Three Months Ended June 30,
                                           2022                 2021                Change                  2022                 2021                Change
Employee headcount                            8,936            9,088                     (2) %
Stock-based compensation expenses    $           73          $    71                      3  %       $            36          $    36                      1  %


Headcount decreased due to a reduction of 479 employees from Bakkt following its deconsolidation, partially offset by the hiring of 373 additional employees in India.

Compensation and benefits expense decreased $5 million and $10 million for the
six months and three months ended June 30, 2022, respectively, primarily due to
$32 million and $18 million in expense related to Bakkt during the six months
and three months ended June 30, 2021, respectively, prior to deconsolidation.
This was partially offset by a $22 million and $6 million increase for the six
months and three months ended June 30, 2022, respectively, from the comparable
periods in 2021, related to additional headcount, increased commissions, merit
pay increases, and higher employee insurance costs. The stock-based compensation
expenses in the table above relate to employee stock option and restricted stock
awards and exclude stock-based compensation related to acquisition-related
transaction and integration costs.

Professional service fees

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

Professional services expenses decreased $12 million and $2 million for the six
months and three months ended June 30, 2022, from the comparable periods in
2021. During the six months and three months ended June 30, 2021, we incurred
$7 million and $3 million in expense related to Bakkt prior to deconsolidation.

Acquisition-related transaction and integration costs

We incurred $62 million and $53 million in acquisition-related transaction and
integration costs during the six months and three months ended June 30, 2022,
primarily due to legal and consulting expenses related to our pending
acquisition of Black Knight and our integration of Ellie Mae, Inc., or Ellie
Mae. We incurred $28 million and $10 million in acquisition-related transaction
costs for the six months and three months ended June 30, 2021, primarily related
to our integration of Ellie Mae and the Bakkt transaction.

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

Technology and communication expenses

Technology support services consist of costs for running our wholly-owned data
centers, hosting costs paid to third-party data centers and maintenance of our
computer hardware and software required to support our technology and
cybersecurity. These costs are driven by system capacity, functionality and
redundancy requirements. Communication expenses consist of costs or network
connections for our electronic platforms and telecommunications costs.
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Technology and communications expense also includes fees paid for access to
external market data, licensing and other fee agreement expenses. Technology and
communications expenses may be impacted by growth in electronic contract volume,
our capacity requirements, changes in the number of telecommunications hubs and
connections with customers to access our electronic platforms directly.

Technology and communications expenses increased $17 million for the six months
ended June 30, 2022 from the comparable period in 2021, primarily due to
$11 million in increased hardware and software support costs, $12 million in
increased hosting costs and $4 million in increased data services costs,
partially offset by a $4 million decrease in license expense and $7 million in
expenses during the six months ended June 30, 2021 related to Bakkt prior to
deconsolidation.

Technology and communications expenses increased $4 million for the three months
ended June 30, 2022 from the comparable period in 2021, primarily due to
$6 million in increased hardware and software support costs, $4 million in
increased hosting costs and $2 million in increased data services costs,
partially offset by a $3 million decrease in license expense and $4 million in
expenses during the three months ended June 30, 2021 related to Bakkt prior to
deconsolidation.

Rent and Occupancy Expenses

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

Rental and occupancy charges remained stable for the six months and the three months ended
June 30, 2022respectively, from the comparable periods in 2021.

Selling, general and administrative expenses

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

Selling, general and administrative expenses increased $1 million for the six
months ended June 30, 2022 from the comparable period in 2021 primarily due to
$10 million in increased marketing expenses and $9 million in increased travel
and entertainment expenses, offset by a $3 million decrease in listings expenses
and $14 million in expenses related to Bakkt during the six months ended
June 30, 2021, prior to the deconsolidation of Bakkt.

Selling, general and administrative expenses decreased $3 million for the three
months ended June 30, 2022, from the comparable period in 2021, primarily due to
$8 million in increased travel and entertainment expense, from the comparable
period in 2021, offset by $3 million in decreased listings expenses and
$8 million in expenses related to Bakkt during the three months ended June 30,
2021, prior to the deconsolidation of Bakkt.

Depreciation and amortization

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

We recorded amortization expenses on intangible assets acquired as part of our
acquisitions, as well as on other intangible assets, of $306 million and
$314 million for the six months ended June 30, 2022 and 2021, respectively, and
$153 million and $155 million for the three months ended June 30, 2022 and 2021,
respectively.

We recorded depreciation expenses on our fixed assets of $204 million and
$192 million for the six months ended June 30, 2022 and 2021, respectively, and
$103 million and $96 million for the three months ended June 30, 2022 and 2021,
respectively.
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