Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 29, 2019 | |
Document Information [Abstract] | ||
Entity Registrant name | INTERCONTINENTAL EXCHANGE, INC. | |
Entity Central Index Key | 0001571949 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Smaller Reporting Company | false | |
Entity Common Stock, Shares Outstanding | 563,865,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 653 | $ 724 |
Short-term restricted cash and cash equivalents | 868 | 818 |
Customer accounts receivable, net of allowance for doubtful accounts of $7 at March 31, 2019 and December 31, 2018 | 1,181 | 953 |
Margin deposits, guaranty funds and delivery contracts receivable | 64,564 | 63,955 |
Prepaid expenses and other current assets | 219 | 242 |
Total current assets | 67,485 | 66,692 |
Property and equipment, net | 1,538 | 1,241 |
Other non-current assets: | ||
Goodwill | 13,098 | 13,085 |
Other intangible assets, net | 10,406 | 10,462 |
Long-term restricted cash and cash equivalents | 370 | 330 |
Other non-current assets | 960 | 981 |
Total other non-current assets | 24,834 | 24,858 |
Total assets | 93,857 | 92,791 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 509 | 521 |
Section 31 fees payable | 70 | 105 |
Accrued salaries and benefits | 125 | 280 |
Deferred revenue | 479 | 135 |
Short-term debt | 1,005 | 951 |
Margin deposits, guaranty funds and delivery contracts payable | 64,564 | 63,955 |
Other current liabilities | 283 | 161 |
Total current liabilities | 67,035 | 66,108 |
Non-current liabilities: | ||
Non-current deferred tax liability, net | 2,308 | 2,337 |
Long-term debt | 6,492 | 6,490 |
Accrued employee benefits | 203 | 204 |
Operating lease liability-non-current | 306 | |
Other non-current liabilities | 312 | 350 |
Total non-current liabilities | 9,621 | 9,381 |
Total liabilities | 76,656 | 75,489 |
Commitments and contingencies | ||
Redeemable non-controlling interest in consolidated subsidiaries | 71 | 71 |
Intercontinental Exchange, Inc. stockholders’ equity: | ||
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.01 par value; 1,500 shares authorized; 606 and 604 shares issued at March 31, 2019 and December 31, 2018, respectively, and 565 and 569 shares outstanding at March 31, 2019 and December 31, 2018, respectively | 6 | 6 |
Treasury stock, at cost; 41 and 35 shares at March 31, 2019 and December 31, 2018, respectively | (2,851) | (2,354) |
Additional paid-in capital | 11,597 | 11,547 |
Retained earnings | 8,644 | 8,317 |
Accumulated other comprehensive loss | (290) | (315) |
Total Intercontinental Exchange, Inc. stockholders’ equity | 17,106 | 17,201 |
Non-controlling interest in consolidated subsidiaries | 24 | 30 |
Total equity | 17,130 | 17,231 |
Total liabilities and equity | $ 93,857 | $ 92,791 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7 | $ 7 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, issued (in shares) | 606,000,000 | 604,000,000 |
Common stock, outstanding (in shares) | 565,000,000 | 569,000,000 |
Treasury stock (in shares) | 41,000,000 | 35,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 1,583 | $ 1,580 |
Transaction-based expenses: | ||
Section 31 fees | 69 | 121 |
Cash liquidity payments, routing and clearing | 244 | 234 |
Total revenues, less transaction-based expenses | 1,270 | 1,225 |
Operating expenses: | ||
Compensation and benefits | 248 | 240 |
Professional services | 33 | 30 |
Acquisition-related transaction and integration costs | 0 | 12 |
Technology and communication | 107 | 105 |
Rent and occupancy | 17 | 17 |
Selling, general and administrative | 42 | 33 |
Depreciation and amortization | 158 | 138 |
Total operating expenses | 605 | 575 |
Operating income | 665 | 650 |
Other income (expense): | ||
Interest income | 9 | 4 |
Interest expense | (71) | (52) |
Other income, net | 23 | 15 |
Other income (expense), net | (39) | (33) |
Income before income tax expense | 626 | 617 |
Income tax expense | 134 | 143 |
Net income | 492 | 474 |
Net income attributable to non-controlling interest | (8) | (10) |
Net income attributable to Intercontinental Exchange, Inc. | $ 484 | $ 464 |
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders: | ||
Basic (in dollars per share) | $ 0.85 | $ 0.80 |
Diluted (in dollars per share) | $ 0.85 | $ 0.79 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 568 | 582 |
Diluted (in shares) | 570 | 586 |
Transaction and clearing, net | ||
Revenues: | ||
Total revenues | $ 862 | $ 898 |
Data services | ||
Revenues: | ||
Total revenues | 546 | 520 |
Listings | ||
Revenues: | ||
Total revenues | 111 | 109 |
Other revenues | ||
Revenues: | ||
Total revenues | $ 64 | $ 53 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 492 | $ 474 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax benefit (expense) of $0 and ($1) for the three months ended March 31, 2019 and 2018, respectively | 26 | 33 |
Change in equity method investment | (1) | 0 |
Other comprehensive income | 25 | 33 |
Comprehensive income | 517 | 507 |
Comprehensive income attributable to non-controlling interest | (8) | (10) |
Comprehensive income attributable to Intercontinental Exchange, Inc. | $ 509 | $ 497 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, tax benefit (expense) | $ 0 | $ (1) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non- Controlling Interest in Consolidated Subsidiaries | Redeemable Non-Controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2017 | 600,000,000 | 17,000,000 | ||||||
Beginning Balance at Dec. 31, 2017 | $ 16,985 | $ 6 | $ (1,076) | $ 11,392 | $ 6,858 | $ (223) | $ 28 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Other comprehensive income | 33 | 33 | ||||||
Exercise of common stock options | 4 | 4 | ||||||
Repurchases of common stock (in shares) | (4,000,000) | |||||||
Repurchases of common stock | (300) | $ (300) | ||||||
Payments relating to treasury shares (in shares) | (1,000,000) | |||||||
Payments relating to treasury shares | (72) | $ (72) | ||||||
Stock-based compensation | 32 | 32 | ||||||
Issuance of restricted stock (in shares) | 3,000,000 | |||||||
Issuance of restricted stock | 0 | |||||||
Distributions of profits | (10) | (10) | ||||||
Dividends paid to stockholders | (140) | (140) | ||||||
Net income attributable to non-controlling interest | 0 | (10) | 10 | |||||
Net income | 474 | 474 | ||||||
Ending Balance (in shares) at Mar. 31, 2018 | 603,000,000 | 22,000,000 | ||||||
Ending Balance at Mar. 31, 2018 | $ 17,006 | $ 6 | $ (1,448) | 11,428 | 7,182 | (190) | 28 | 0 |
Beginning Balance (in shares) at Dec. 31, 2018 | 604,000,000 | 604,000,000 | 35,000,000 | |||||
Beginning Balance at Dec. 31, 2018 | $ 17,231 | $ 6 | $ (2,354) | 11,547 | 8,317 | (315) | 30 | 71 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Other comprehensive income | 25 | 25 | ||||||
Exercise of common stock options | 5 | 5 | ||||||
Repurchases of common stock (in shares) | (6,000,000) | |||||||
Repurchases of common stock | (440) | $ (440) | ||||||
Payments relating to treasury shares | (57) | $ (57) | ||||||
Stock-based compensation | 33 | 33 | ||||||
Issuance under the employee stock purchase plan | 12 | 12 | ||||||
Issuance of restricted stock (in shares) | 2,000,000 | |||||||
Issuance of restricted stock | 0 | |||||||
Distributions of profits | (14) | (14) | ||||||
Dividends paid to stockholders | (157) | (157) | ||||||
Net income attributable to non-controlling interest | 0 | (8) | 8 | |||||
Net income | $ 492 | 492 | ||||||
Ending Balance (in shares) at Mar. 31, 2019 | 606,000,000 | 606,000,000 | 41,000,000 | |||||
Ending Balance at Mar. 31, 2019 | $ 17,130 | $ 6 | $ (2,851) | $ 11,597 | $ 8,644 | $ (290) | $ 24 | $ 71 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net income | $ 492 | $ 474 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 158 | 138 |
Stock-based compensation | 29 | 29 |
Deferred taxes | (28) | (6) |
Other | (21) | 1 |
Changes in assets and liabilities: | ||
Customer accounts receivable | (227) | (259) |
Other current and non-current assets | 15 | (32) |
Section 31 fees payable | (35) | (8) |
Deferred revenue | 347 | 343 |
Other current and non-current liabilities | (76) | (107) |
Total adjustments | 162 | 99 |
Net cash provided by operating activities | 654 | 573 |
Investing activities: | ||
Capital expenditures | (26) | (14) |
Capitalized software development costs | (39) | (37) |
Cash paid for acquisitions | (19) | (400) |
Return of capital from equity method investment | 44 | 0 |
Purchases of investments | 0 | (304) |
Net cash used in investing activities | (40) | (755) |
Financing activities: | ||
Proceeds from commercial paper, net of repayments | 54 | 789 |
Repurchases of common stock | (440) | (300) |
Dividends to stockholders | (157) | (140) |
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises | (57) | (72) |
Other | 4 | (7) |
Net cash provided by (used in) financing activities | (596) | 270 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | 1 | 2 |
Net increase in cash, cash equivalents, and restricted cash and cash equivalents | 19 | 90 |
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period | 1,872 | 1,568 |
Cash, cash equivalents, and restricted cash and cash equivalents, end of period | 1,891 | 1,658 |
Supplemental cash flow disclosure: | ||
Cash paid for income taxes | 78 | 144 |
Cash paid for interest | $ 79 | $ 27 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Nature of Business and Organization We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity, financial, fixed income and equity markets. We operate regulated marketplaces for listing, trading and clearing a broad array of derivatives contracts and securities across major asset classes, including energy and agricultural commodities, metals, interest rates, equities, exchange-traded funds, or ETFs, credit derivatives, bonds and currencies. We also offer comprehensive data services to support the trading, investment, risk management, mortgage service and connectivity needs of customers around the world and across asset classes. Our exchanges include derivative exchanges in the United States, or U.S., United Kingdom, or U.K., European Union, or EU, Canada and Singapore, and cash equities, equity options and bond trading venues in the U.S. We also operate over-the-counter, or OTC, markets for physical energy, fixed income and credit default swaps, or CDS, trade execution. To serve global derivatives markets, we operate central counterparty clearing houses, or CCPs, in the U.S., U.K., EU, Canada and Singapore (Note 11). We offer a range of data services for global financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, index services, desktops and connectivity solutions. Through our markets, clearing houses, listings and data services, we provide comprehensive solutions for our customers through liquid markets, benchmark products, access to capital markets and related services to support their ability to manage risk and raise capital. Our business is conducted as two reportable business segments, our Trading and Clearing segment and our Data and Listings segment, and the majority of our identifiable assets are located in the U.S. and U.K. (Note 14). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2018 . The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature. Preparing financial statements requires us to make certain estimates and assumptions that affect the amounts that are reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests. Recently Adopted Accounting Pronouncements Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-02, Leases . Entities are required to recognize both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures. We adopted ASU No. 2016-02 on January 1, 2019. Further disclosures and details on our adoption of ASU 2016-02 are discussed below. Accounting Pronouncements Not Yet Adopted Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments . Applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and trade receivables. Requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities. Effective at the beginning of our first quarter of fiscal year 2020, with early adoption permitted. We do not expect to early adopt. We are currently evaluating this guidance to determine the potential impact on our consolidated financial statements. Adoption of ASU 2016-02, "Leases" On January 1, 2019, we adopted ASU 2016-02, Leases, or ASU 2016-02. This standard requires recognition of both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 requires lessees to recognize a right-of-use, or ROU, asset representing a right to use the underlying asset over the lease term, and a corresponding lease liability on the balance sheet. Our operating leases primarily relate to our leased office space and data center facilities, and we do not have any leases classified as finance leases. We adopted ASU 2016-02 using the modified retrospective transition method and did not restate prior periods. Using the modified retrospective approach, we applied the provisions of ASU 2016-02 beginning in the period of adoption, and elected the package of practical expedients available to us. There was no impact to the opening balance of retained earnings as a result of a cumulative-effect adjustment on the adoption date. We elected the practical expedient to not reassess lease classifications, but alternatively to carry forward our historical classifications. In addition, we elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets. Our implementation of the amended lease guidance was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements. At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists. An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using our estimated incremental borrowing rate. We made the policy election to not record leases with a term of 12 months or less on the balance sheet, and to recognize lease expense on a straight-line basis over the lease term for those leases, the impact of which is nominal. We have also made policy elections related to capitalization thresholds and discount rates. We have elected to use a portfolio approach in consideration of our incremental borrowing rate to our population of lease agreements. Our incremental borrowing rate was determined based on our recent debt issuances that we believe are reflective of current borrowing rates. Certain lease agreements include options to extend, renew or terminate the lease agreement. As of March 31, 2019 , the weighted-average remaining lease term was 7.2 years and the weighted average discount rate was 3.6% . Our lease agreements do not contain any residual value guarantees. Upon adoption of ASU 2016-02, we recorded $357 million in operating lease liabilities, of which $52 million is included in other current liabilities and $305 million is included in operating lease liability-non-current within our accompanying consolidated balance sheet. We also recorded $308 million in operating lease ROU assets that are included as a component of property and equipment, net, in our balance sheet and are recorded in an amount equal to our lease liability, adjusted for any remaining unamortized lease incentives such as our deferred rent balances. As part of our adoption, we eliminated $49 million in deferred rent liabilities, of which $2 million had previously been included in other current liabilities and $47 million had been included in other non-current liabilities on our balance sheet. On the date of adoption, deferred rent liabilities were reclassified and presented as a reduction to the ROU asset, included in property and equipment, net on our consolidated balance sheet. Our adoption did not have an impact on our consolidated income statement. We recognize rent expense monthly on a straight-line basis for each respective operating leases, as a reduction to both the ROU asset and the lease liability. For the three months ended March 31, 2019 , we recognized $10 million of rent expense for office space as rent and occupancy expense and $5 million of rent expense for data center facilities as technology and communication expense within our consolidated income statement. We do not have any significant variable lease costs related to building and maintenance costs, real estate taxes, or other charges. Details of our lease asset and liability balances are as follows (in millions): As of March 31, 2019 As of January 1, 2019 Right-of-use lease assets $308 $308 Operating lease liability-current 53 52 Operating lease liability-non-current 306 305 Total operating lease liability $359 $357 As of March 31, 2019 , we estimate that our operating lease liabilities will be recognized in the following years (in millions): Remainder of 2019 $ 49 2020 63 2021 61 2022 59 2023 43 Thereafter 134 Lease liability amounts repayable 409 Interest costs 50 Total operating lease liability $ 359 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended Cash paid for amounts included in the measurement of operating lease liabilities $ 15 Right-of-use assets obtained in exchange for operating lease obligations $ 372 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Our equity investments, including our investments in Euroclear plc, or Euroclear, and Coinbase Global, Inc., among others, are subject to valuation under ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . See Note 13 for a discussion of our determination of fair value of our financial instruments. In addition, we own a 40% interest in the Options Clearing Corporation, or OCC, through a direct investment by NYSE that we treat as an equity method investment. OCC serves as a clearing house for securities options, security futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges, and is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. Under equity method accounting, each reporting period we adjust the carrying value of our OCC investment on our balance sheet by recognizing our pro-rata 40% share of the earnings or losses of OCC, with a corresponding adjustment in our statement of income to other income, after eliminating any intra-entity income or expenses. In addition, if and when OCC issues cash dividends to us, we deduct the amount of these dividends from the carrying amount of our investment. OCC adopted a new capital plan during the first quarter of 2015, which raised $150 million in equity capital from OCC's shareholders, including $60 million contributed by us. Pursuant to the terms of the capital plan, in exchange for the contributions of equity capital from its shareholders, OCC was required, subject to determination by its board of directors and compliance with legal requirements, to pay an annual dividend to its shareholders on a pro rata basis. The dividend was intended to be equal to the amount (i) of after-tax income of OCC, in excess of the amount required to maintain its target capital requirement and satisfy other capital requirements, and (ii) remaining after refunds to its clearing members equal to 50% of distributable earnings before tax. Related to that capital plan, from 2015-2017 we received a total of $31 million in dividends from OCC. Subsequent to our $60 million investment, aggrieved parties petitioned the SEC to review its approval, by delegated authority, of the capital plan. As a result of such petition, the SEC's approval of the capital plan was automatically stayed and OCC halted further implementation of the capital plan pending further SEC action. In September 2015, the SEC lifted the stay. During the fourth quarter of 2015, the OCC capital plan was implemented. In February 2016, after the SEC approved the rule change establishing the OCC capital plan, certain industry participants appealed that approval in the U.S. Court of Appeals. In August 2017, the Court of Appeals remanded the case to the SEC and on February 13, 2019, the SEC disapproved the OCC capital plan established in 2015. The OCC returned $44 million of our original $60 million contribution during the three months ended March 31, 2019 as a result of the disapproval. The remaining $16 million will be returned at a future date, when returning the funds will allow the OCC to maintain target capital requirements. Following the SEC disapproval, the OCC also announced they will not be providing a refund to clearing members or declaring a dividend to shareholders for the year ended December 31, 2018, which resulted in higher reported OCC 2018 net income than we had estimated. Therefore, during the three months ended March 31, 2019 , we adjusted equity earnings in OCC by recording an additional $19 million earnings in other income to reflect our share of OCC's 2018 net income. In addition, during the three months ended March 31, 2019 , we recognized $8 million of equity earnings as our share of OCC's estimated 2019 profits, which is also included in other income. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than the rebates discussed below, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our deferred revenue. Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues as well as certain data services, clearing services and other revenues. See Note 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition. As permitted by U.S. GAAP, we have elected not to provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year, or if we are not required to estimate the transaction price. For all of our contracts with customers, except for listings and certain data and clearing services, our performance obligations are short-term in nature and there is no significant variable consideration. See the bullets below for further descriptions of our revenue contracts. In addition, we have elected the practical expedient of excluding sales taxes from transaction prices. We have assessed the costs incurred to obtain or fulfill a contract with a customer and determined them to be immaterial. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers. Our primary revenue contract classifications are described below. These categories best represent those with similar economic characteristics of the nature, amount, timing and uncertainty of revenues and cash flows. • 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, mortgage services 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, mortgage services 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 $215 million and $220 million for the three months ended March 31, 2019 and 2018 , 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, derivatives pricing and other information designed to meet our customers' portfolio management, trading, risk management, reporting and regulatory compliance needs. ◦ Exchange data and feeds services provide real-time, historical and derived pricing data, order book and transaction information related to our trading venues as well as data from a broad array of third-party trading venues and news feeds. ◦ Desktops and connectivity services provide the connection to our exchanges, clearing houses and data centers and comprise hosting, colocation, infrastructure, technology-based information platforms, workstations and connectivity solutions through the ICE Global Network. The nature and timing of each contract type for the data services above are similar in nature. Data services revenues are primarily subscription-based, billed monthly, quarterly or annually in advance and recognized ratably over time as our performance obligations of data delivery are met consistently throughout the period. Considering these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price. In certain of our data contracts, where third parties are involved, we arrange for the third party to transfer the services to our customers; in these arrangements we are acting as an agent and revenue is recorded net. All data services fees are included in our Data and Listings segment. • 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. The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Segment totals here are consistent with the segment totals in Note 14: Trading and Clearing Segment Data and Listings Segment Total Consolidated Three months ended March 31, 2019 Transaction and clearing, net $ 862 $ — $ 862 Data services — 546 546 Listings — 111 111 Other revenues 64 — 64 Total revenues 926 657 1,583 Transaction-based expenses 313 — 313 Total revenues, less transaction-based expenses $ 613 $ 657 $ 1,270 Timing of Revenue Recognition Services transferred at a point in time $ 528 $ — $ 528 Services transferred over time 85 657 742 Total revenues, less transaction-based expenses $ 613 $ 657 $ 1,270 Trading and Clearing Segment Data and Listings Segment Total Consolidated Three months ended March 31, 2018 Transaction and clearing, net $ 898 $ — $ 898 Data services — 520 520 Listings — 109 109 Other revenues 53 — 53 Total revenues 951 629 1,580 Transaction-based expenses 355 — 355 Total revenues, less transaction-based expenses $ 596 $ 629 $ 1,225 Timing of Revenue Recognition Services transferred at a point in time $ 509 $ — $ 509 Services transferred over time 87 629 716 Total revenues, less transaction-based expenses $ 596 $ 629 $ 1,225 The Trading and Clearing segment revenues above include $60 million and $63 million for the three months ended March 31, 2019 and 2018 , respectively, for services transferred over time related to risk management of open interest performance obligations. A majority of these performance obligations are performed over a short period of time of one month or less. Deferred Revenue Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $565 million as of March 31, 2019 , including $479 million in current deferred revenue and $86 million in non-current deferred revenue. The changes in our deferred revenue during the three months ended March 31, 2019 are as follows (in millions): Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2018 $ — $ 25 $ 100 $ 92 $ 217 Additions 382 3 20 139 544 Amortization (96 ) (6 ) (9 ) (85 ) (196 ) Deferred revenue balance at March 31, 2019 $ 286 $ 22 $ 111 $ 146 $ 565 The changes in our deferred revenue during the three months ended March 31, 2018 are as follows (in millions): Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2017 $ — $ 25 $ 98 $ 93 $ 216 Additions 380 7 15 147 549 Amortization (95 ) (6 ) (8 ) (96 ) (205 ) Deferred revenue balance at March 31, 2018 $ 285 $ 26 $ 105 $ 144 $ 560 Included in the amortization recognized during the three months ended March 31, 2019 is $45 million related to the deferred revenue balance as of January 1, 2019. Included in the amortization recognized for the three months ended March 31, 2018 is $49 million related to the deferred revenue balance as of January 1, 2018. As of March 31, 2019 , the remaining deferred revenue balance for original listings revenue, other listings revenue and data services and other revenues will be recognized over the period of time we satisfy our performance obligations as described in Note 4. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following is a summary of the activity in the goodwill balance for the three months ended March 31, 2019 (in millions): Goodwill balance at December 31, 2018 $ 13,085 Foreign currency translation 11 Other activity, net 2 Goodwill balance at March 31, 2019 $ 13,098 The following is a summary of the activity in the other intangible assets balance for the three months ended March 31, 2019 (in millions): Other intangible assets balance at December 31, 2018 $ 10,462 Acquisitions 9 Foreign currency translation 12 Amortization of other intangible assets (77 ) Other intangible assets balance at March 31, 2019 $ 10,406 Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar. We did not recognize any impairment losses on goodwill or other intangible assets during the three months ended March 31, 2019 and 2018 . The change in other activity, net, in the goodwill table above primarily relates to adjustments to the fair value of the net tangible assets relating to the acquisition of CHX Holdings, Inc., or CHX, with a corresponding adjustment to goodwill. |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Revenue Recognition Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than the rebates discussed below, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our deferred revenue. Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues as well as certain data services, clearing services and other revenues. See Note 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition. As permitted by U.S. GAAP, we have elected not to provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year, or if we are not required to estimate the transaction price. For all of our contracts with customers, except for listings and certain data and clearing services, our performance obligations are short-term in nature and there is no significant variable consideration. See the bullets below for further descriptions of our revenue contracts. In addition, we have elected the practical expedient of excluding sales taxes from transaction prices. We have assessed the costs incurred to obtain or fulfill a contract with a customer and determined them to be immaterial. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers. Our primary revenue contract classifications are described below. These categories best represent those with similar economic characteristics of the nature, amount, timing and uncertainty of revenues and cash flows. • 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, mortgage services 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, mortgage services 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 $215 million and $220 million for the three months ended March 31, 2019 and 2018 , 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, derivatives pricing and other information designed to meet our customers' portfolio management, trading, risk management, reporting and regulatory compliance needs. ◦ Exchange data and feeds services provide real-time, historical and derived pricing data, order book and transaction information related to our trading venues as well as data from a broad array of third-party trading venues and news feeds. ◦ Desktops and connectivity services provide the connection to our exchanges, clearing houses and data centers and comprise hosting, colocation, infrastructure, technology-based information platforms, workstations and connectivity solutions through the ICE Global Network. The nature and timing of each contract type for the data services above are similar in nature. Data services revenues are primarily subscription-based, billed monthly, quarterly or annually in advance and recognized ratably over time as our performance obligations of data delivery are met consistently throughout the period. Considering these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price. In certain of our data contracts, where third parties are involved, we arrange for the third party to transfer the services to our customers; in these arrangements we are acting as an agent and revenue is recorded net. All data services fees are included in our Data and Listings segment. • 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. The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Segment totals here are consistent with the segment totals in Note 14: Trading and Clearing Segment Data and Listings Segment Total Consolidated Three months ended March 31, 2019 Transaction and clearing, net $ 862 $ — $ 862 Data services — 546 546 Listings — 111 111 Other revenues 64 — 64 Total revenues 926 657 1,583 Transaction-based expenses 313 — 313 Total revenues, less transaction-based expenses $ 613 $ 657 $ 1,270 Timing of Revenue Recognition Services transferred at a point in time $ 528 $ — $ 528 Services transferred over time 85 657 742 Total revenues, less transaction-based expenses $ 613 $ 657 $ 1,270 Trading and Clearing Segment Data and Listings Segment Total Consolidated Three months ended March 31, 2018 Transaction and clearing, net $ 898 $ — $ 898 Data services — 520 520 Listings — 109 109 Other revenues 53 — 53 Total revenues 951 629 1,580 Transaction-based expenses 355 — 355 Total revenues, less transaction-based expenses $ 596 $ 629 $ 1,225 Timing of Revenue Recognition Services transferred at a point in time $ 509 $ — $ 509 Services transferred over time 87 629 716 Total revenues, less transaction-based expenses $ 596 $ 629 $ 1,225 The Trading and Clearing segment revenues above include $60 million and $63 million for the three months ended March 31, 2019 and 2018 , respectively, for services transferred over time related to risk management of open interest performance obligations. A majority of these performance obligations are performed over a short period of time of one month or less. Deferred Revenue Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $565 million as of March 31, 2019 , including $479 million in current deferred revenue and $86 million in non-current deferred revenue. The changes in our deferred revenue during the three months ended March 31, 2019 are as follows (in millions): Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2018 $ — $ 25 $ 100 $ 92 $ 217 Additions 382 3 20 139 544 Amortization (96 ) (6 ) (9 ) (85 ) (196 ) Deferred revenue balance at March 31, 2019 $ 286 $ 22 $ 111 $ 146 $ 565 The changes in our deferred revenue during the three months ended March 31, 2018 are as follows (in millions): Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2017 $ — $ 25 $ 98 $ 93 $ 216 Additions 380 7 15 147 549 Amortization (95 ) (6 ) (8 ) (96 ) (205 ) Deferred revenue balance at March 31, 2018 $ 285 $ 26 $ 105 $ 144 $ 560 Included in the amortization recognized during the three months ended March 31, 2019 is $45 million related to the deferred revenue balance as of January 1, 2019. Included in the amortization recognized for the three months ended March 31, 2018 is $49 million related to the deferred revenue balance as of January 1, 2018. As of March 31, 2019 , the remaining deferred revenue balance for original listings revenue, other listings revenue and data services and other revenues will be recognized over the period of time we satisfy our performance obligations as described in Note 4. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our total debt, including short-term and long-term debt, consisted of the following as of March 31, 2019 and December 31, 2018 (in millions): As of As of Debt: Short-term debt: Commercial Paper $ 1,005 $ 951 Total short-term debt 1,005 951 Long-term debt: 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,247 1,246 2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) 496 496 2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) 397 397 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 793 793 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,243 1,243 2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 496 496 2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 592 591 2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,228 1,228 Total long-term debt 6,492 6,490 Total debt $ 7,497 $ 7,441 Credit Facility We have a $3.4 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of August 9, 2023. The Credit Facility includes an option for us to propose an increase in the aggregate amount available for borrowing by up to $975 million , subject to the consent of the lenders funding the increase and certain other conditions. No amounts were outstanding under the Credit Facility as of March 31, 2019 . As of March 31, 2019 , of the $3.4 billion that is currently available for borrowing under the Credit Facility, $1.0 billion is required to back-stop the amount outstanding under our Commercial Paper Program and $105 million is required to support certain broker-dealer subsidiary commitments. The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.3 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program. Commercial Paper Program We have a U.S. dollar commercial paper program, or the Commercial Paper Program. It is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates (such as USD LIBOR) which fluctuate due to market conditions and as a result may impact our interest expense. During the three months ended March 31, 2019 , we had net issuances of $54 million under the Commercial Paper Program, the proceeds of which were used for general corporate purposes. Commercial paper notes of $1.0 billion with original maturities ranging from one to 88 days were outstanding as of March 31, 2019 under our Commercial Paper Program, with a weighted average interest rate of 2.54% per annum and a weighted average maturity of 22 days. |
Shared-Based Compensation
Shared-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Share-Based Compensation | Share-Based Compensation We currently sponsor employee and director stock option, restricted stock and employee stock purchase plans. Stock options and restricted stock are granted at the discretion of the Compensation Committee of our Board of Directors based on estimated fair value on the date of grant. The fair value of the stock options and restricted stock on the date of grant is recognized as expense over the vesting period, net of forfeitures. The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock and under our employee stock purchase plan were $29 million for both the three months ended March 31, 2019 and 2018 . Stock Option Plans The following is a summary of stock option activity for the three months ended March 31, 2019 : Number of Options (in thousands) Weighted Average Outstanding at December 31, 2018 3,610 $ 46.44 Granted 493 76.16 Exercised (172 ) 29.07 Outstanding at March 31, 2019 3,931 50.93 Details of stock options outstanding as of March 31, 2019 are as follows: Number of Options (in thousands) Weighted Average Weighted Average Aggregate Vested or expected to vest 3,931 $ 50.93 6.6 $ 99 Exercisable 2,848 $ 43.98 5.7 $ 92 The total intrinsic value of stock options exercised was $8 million and $9 million for the three months ended March 31, 2019 and 2018 , respectively. As of March 31, 2019 , there were $7 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.1 years as the stock options vest. We use the Black-Scholes option pricing model to value our stock option awards. During the three months ended March 31, 2019 and 2018 , we used the weighted-average assumptions in the table below to compute the value of all options for shares of common stock granted to employees: Three Months Ended March 31, Assumptions: 2019 2018 Risk-free interest rate 2.49 % 2.66 % Expected life in years 5.9 6.0 Expected volatility 20 % 20 % Expected dividend yield 1.44 % 1.43 % Estimated weighted-average fair value of options granted per share $ 15.45 $ 13.98 The risk-free interest rate is based on the zero-coupon U.S. Treasury yield curve in effect at the date of grant. The expected life is derived from historical and anticipated future exercise patterns. Expected volatility is based on historical volatility data of our stock. Restricted Stock Plans Our restricted shares have vesting conditions based on company performance linked to both short-term and long-term stockholder return as well as retention objectives. The grant date fair value of our restricted stock awards is based on the closing stock price on the date of grant. In February 2019, we reserved a maximum of 1.1 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees. The number of shares that will ultimately be granted under this award will be based on our actual financial performance as compared to financial performance targets set by our Board of Directors and the Compensation Committee of the Board of Directors for the year ending December 31, 2019, as well as our 2019 total stockholder return, or TSR, as compared to that of the S&P 500 Index. The maximum compensation expense to be recognized under these performance-based restricted shares is $82 million if the maximum financial performance target is met and all 1.1 million shares vest. The compensation expense to be recognized under these performance-based restricted shares will be $41 million if the target financial performance is met, which would result in 0.6 million shares vesting. We recognize expense on an accelerated basis over the three -year vesting period based on our quarterly assessment of the probable 2019 actual financial performance as compared to the 2019 financial performance targets. As of March 31, 2019 , we determined that it is probable that the financial performance level will be at target for 2019 . Based on this assessment, we recorded non-cash compensation expense of $3 million for the three months ended March 31, 2019 related to these shares and the remaining $38 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including $19 million of which will be recorded over the remainder of 2019 . The following is a summary of the non-vested restricted share activity for the three months ended March 31, 2019 : Number of (in thousands) Weighted Average Non-vested at December 31, 2018 4,470 $ 60.56 Granted 1,569 76.19 Vested (1,991) 57.14 Forfeited (73) 64.06 Non-vested at March 31, 2019 3,975 68.38 The shares granted include 0.9 million time-based and the remainder are performance-based. Performance-based restricted shares have been presented to reflect the actual shares to be issued based on the achievement of past performance targets, also considering the impact of any market conditions. Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the performance targets are met. As of March 31, 2019 , there were $188 million in total unrecognized compensation costs related to time-based and performance-based restricted stock. These costs are expected to be recognized over a weighted-average period of 1.8 years as the restricted stock vests. These unrecognized compensation costs assume that a target performance level will be met on the performance-based restricted shares granted in February 2019. During the three months ended March 31, 2019 and 2018 , the total fair value of restricted stock vested under all restricted stock plans was $149 million and $182 million , respectively. Bakkt Incentive Units We own a majority of Bakkt Holdings, LLC, or Bakkt, and consolidate its operations. In February 2019, our Board approved the adoption of the Bakkt Equity Incentive Plan to issue various Bakkt equity unit awards. Under this plan, on February 28, 2019, Bakkt issued 86 million , 4 million and 1 million of its preferred, common and phantom incentive units, respectively, to certain employees and a member of its Board. The issued units are unvested at the issuance date, are subject to the vesting terms in the award agreements and upon vesting are converted into Bakkt equity or cash. With the assistance of third-party valuation experts and based on our assumptions as of the issuance date, we estimate that approximately $41 million of compensation expense will be recognized over an eight -year period associated with these awards. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Stock Repurchase Program In September 2018, our Board of Directors approved an aggregate of $2.0 billion for repurchases of our common stock with no fixed expiration date that became effective January 1, 2019. During the three months ended March 31, 2019 , we repurchased 4.6 million shares of our outstanding common stock at a cost of $340 million under our Rule 10b5-1 trading plan and 1.3 million shares at a cost of $100 million on the open market. As of March 31, 2019 , up to $ 1.6 billion remains from the board authorization for repurchases of our common stock. We expect to fund repurchases from our operating cash flow or borrowings under our debt facilities or our Commercial Paper Program. Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. We have entered into a Rule 10b5-1 trading plan, as authorized by our Board, to govern some of the repurchases of our shares of common stock. We may discontinue the stock repurchases at any time and may amend or terminate the Rule 10b5-1 trading plan at any time. The approval of our Board for the share repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board of Directors may increase or decrease the amount available for repurchases from time to time. Dividends During the three months ended March 31, 2019 and 2018 , we declared and paid cash dividends per share of $0.275 and $0.24 , respectively, for an aggregate payout of $157 million and $140 million , respectively. The declaration of dividends is subject to the discretion of our Board, and may be affected by various factors, including our future earnings, financial condition, capital requirements, levels of indebtedness, credit ratings and other considerations which our Board of Directors deem relevant. Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or its Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio. Accumulated Other Comprehensive Income (Loss) The following tables present changes in the accumulated balances for each component of other comprehensive income (loss): Changes in Accumulated Other Comprehensive Income (Loss) by Component Balance, as of December 31, 2018 $ (227 ) $ 2 $ (90 ) $ (315 ) Other comprehensive income (loss) 26 (1 ) — 25 Income tax benefit (expense) — — — — Net current period other comprehensive income (loss) 26 (1 ) — 25 Balance, as of March 31, 2019 $ (201 ) $ 1 $ (90 ) $ (290 ) Changes in Accumulated Other Comprehensive Income (Loss) by Component Balance, as of December 31, 2017 $ (136 ) $ 2 $ (89 ) $ (223 ) Other comprehensive income 34 — — 34 Income tax benefit (expense) (1 ) — — (1 ) Net current period other comprehensive income 33 — — 33 Balance, as of March 31, 2018 $ (103 ) $ 2 $ (89 ) $ (190 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate was 21% and 23% for the three months ended March 31, 2019 and 2018 , respectively. The effective tax rate for the three months ended March 31, 2019 was lower than the effective tax rate for the comparable period in 2018 primarily due to reduced U.S. federal and state income taxes on our non-U.S. income under certain international tax provisions enacted as part of the Tax Cuts and Jobs Act, or TCJA, and deferred tax benefits related to state apportionment changes. The reduced U.S. federal and state income taxes are a result of clarifications provided by subsequent federal and state legislative or administrative guidance to those international provisions of the TCJA and related state provisions. |
Clearing Operations
Clearing Operations | 3 Months Ended |
Mar. 31, 2019 | |
Brokers and Dealers [Abstract] | |
Clearing Operations | Clearing Operations We operate six clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing members. Through this central counterparty function, the clearing houses provide financial security for each transaction for the duration of the position by limiting counterparty credit risk. Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases outside of our execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses": ICE Portion of Guaranty Fund Contribution (in millions) Clearing House Products Cleared Exchange where Executed Location As of As of ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments ICE Futures Europe, ICE Futures U.S., ICE Endex and third-party venues U.K. $233 $206 ICE Clear US Agricultural, metals, FX and equity index futures and options contracts ICE Futures U.S. U.S. 68 61 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 Derivatives on equities and equity indices traded on regulated markets ICE Endex The Netherlands 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 Total $354 $320 As of March 31, 2019 , ICE NGX maintains a guaranty fund utilizing a $100 million letter of credit and a default insurance policy discussed below. Original & Variation Margin Each of the ICE Clearing Houses generally require all clearing members or participants to deposit collateral in cash or certain pledged assets. The collateral deposits are known as “original margin.” In addition, the ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection. The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” With the exception of ICE NGX’s physical natural gas and physical power products discussed separately below, the ICE Clearing Houses mark all outstanding contracts to market, and therefore pay and collect variation margin, at least once daily. The amounts that the clearing members and participants are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, risk committees and the boards of directors of the respective ICE Clearing House. The amounts required may fluctuate over time. Each of the ICE Clearing Houses is a separate legal entity and is not subject to the liabilities of the others, or the obligations of the members of the other ICE Clearing Houses. Should a particular clearing member or participant fail to deposit its original margin or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge its open positions and use their original margin and guaranty fund deposits to pay any amount owed. In the event that the defaulting clearing member's deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses will first use their respective contributions to the guaranty fund, often referred to as Skin In The Game, or SITG, to pay any remaining amount owed. In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits, or collect additional funds from their respective non-defaulting clearing members on a pro-rata basis, to pay any remaining amount owed. As of March 31, 2019 and December 31, 2018 , the ICE Clearing Houses have received or have been pledged $125.9 billion and $121.4 billion , respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods. Guaranty Funds & ICE Contribution As described above, mechanisms have been created, called guaranty funds, to provide partial protection in the event of a clearing member default. With the exception of ICE NGX, each of the ICE Clearing Houses require that each clearing member make deposits into a guaranty fund. In addition, we have contributed our own capital which could be used if a defaulting clearing member’s original margin and guaranty fund deposits are insufficient. Such amounts are recorded as long-term restricted cash and cash equivalents in our balance sheets and included in the table above. In January 2019, we increased our contribution to ICE Clear Europe’s guaranty fund by $27 million and in March 2019, we increased our ICE Clear US guaranty fund contribution by $7 million . Cash and Cash Equivalent Deposits We have recorded cash and cash equivalent margin deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the clearing members. As of March 31, 2019 , our cash and cash equivalent margin deposits are as follows (in millions): ICE Clear Europe (1) ICE Clear ICE Clear US ICE NGX Other ICE Clearing Houses Total Original margin $ 27,787 $ 21,487 $ 7,400 $ — $ 4 $ 56,678 Unsettled variation margin, net — — — 290 — 290 Guaranty fund 4,123 2,335 458 — 6 6,922 Delivery contracts receivable/payable, net — — — 674 — 674 Total $ 31,910 $ 23,822 $ 7,858 $ 964 $ 10 $ 64,564 As of December 31, 2018 , our cash and cash equivalent deposits, are as follows (in millions): ICE Clear Europe (2) ICE Clear ICE Clear US 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 (1) $27.5 billion and $4.4 billion is related to futures/options and CDS, respectively. (2) $25.8 billion and $5.1 billion is related to futures/options and CDS, respectively. Our cash and cash equivalent margin and guaranty fund deposits are maintained in accounts with national banks and reputable financial institutions or secured through direct investments, primarily in U.S. Treasury securities with original maturities of less than three months, or reverse repurchase agreements with primarily overnight maturities. Details of our cash and cash equivalent deposits are as follows (in millions): Clearing House Investment Type As of As of ICE Clear Europe National Bank Account (1) $ 3,639 $ 8,647 ICE Clear Europe Reverse repo 24,515 18,097 ICE Clear Europe Sovereign Debt 3,737 4,035 ICE Clear Europe Demand deposits 19 85 ICE Clear Credit National Bank Account (2) 18,735 19,484 ICE Clear Credit Reverse repo 2,189 1,935 ICE Clear Credit Demand deposits 2,898 3,807 ICE Clear US Reverse repo 5,269 4,380 ICE Clear US U.S. Treasuries 2,589 2,340 Other ICE Clearing Houses Demand deposits 10 8 ICE NGX Unsettled Variation Margin and Delivery Contracts Receivable/Payable 964 1,137 Total $ 64,564 $ 63,955 (1) As of March 31, 2019 , ICE Clear Europe held €2.7 billion ( $3.0 billion based on the euro/U.S. dollar exchange rate of 1.1224 as of March 31, 2019 ) at De Nederlandsche Bank, or DNB, and £500 million ( $652 million based on the pound sterling/U.S. dollar exchange rate of 1.3046 as of March 31, 2019 ) at the Bank of England, or BOE. As of December 31, 2018, ICE Clear Europe held €7.0 billion ( $8.0 billion based on the euro/U.S. dollar exchange rate of 1.1466 as of December 31, 2018) at DNB and £500 million ( $638 million based on the pound sterling/U.S. dollar exchange rate of 1.2756 as of December 31, 2018) at the BOE. (2) ICE Clear Credit is a systemically important financial market utility, or SIFMU, as designated by the Financial Stability Oversight Council, and holds its U.S. dollar cash margin in cash accounts at the Federal Reserve Bank of Chicago. Other Deposits In addition to the cash deposits above, the ICE Clearing Houses have also received other assets from clearing members, which include government obligations, and may include other non-cash collateral such as letters of credit or gold to mitigate credit risk. For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate. The value-related risks and rewards of these assets remain with the clearing members. Any gain or loss accrues to the clearing member. The ICE Clearing Houses do not rehypothecate or re-pledge these assets. These pledged assets are not reflected in our balance sheets, and are as follows: As of March 31, 2019 ICE Clear Europe ICE Clear ICE Clear US ICE NGX Total Original margin: Government securities at face value $ 31,479 $ 14,231 $ 11,561 $ — $ 57,271 Letters of credit — — — 2,486 2,486 ICE NGX cash deposits — — — 482 482 Total $ 31,479 $ 14,231 $ 11,561 $ 2,968 $ 60,239 Guaranty fund: Government securities at face value $ 557 $ 279 $ 275 $ — $ 1,111 As of December 31, 2018 ICE Clear Europe ICE Clear ICE Clear US ICE NGX Total Original margin: Government securities at face value $ 29,887 $ 12,990 $ 10,208 $ — $ 53,085 Letters of credit — — — 2,556 2,556 ICE NGX cash deposits — — — 605 605 Total $ 29,887 $ 12,990 $ 10,208 $ 3,161 $ 56,246 Guaranty fund: Government securities at face value $ 654 $ 256 $ 264 $ — $ 1,174 ICE NGX ICE NGX is the central counterparty to participants on opposite sides of its physically-settled contracts, and the balance related to delivered but unpaid contracts is recorded as a delivery contract net receivable, with an offsetting delivery contract net payable in our balance sheets. Unsettled variation margin equal to the fair value of open contracts is recorded as of each balance sheet date. ICE NGX marks all outstanding contracts to market daily, but only collects variation margin when a clearing member's or participant’s open position falls outside a specified percentage of its pledged collateral. ICE NGX requires participants to maintain cash or letters of credit to serve as collateral in the event of default. ICE NGX maintains the following accounts with a third-party Canadian chartered bank which are available in the event of physical settlement shortfalls, subject to certain conditions: Account Type As of March 31, 2019 (In C$ millions) As of March 31, 2019 (In $USD millions) Daylight liquidity facility C$300 $225 Overdraft facility 20 15 Total C$320 $240 As of March 31, 2019 , ICE NGX maintains a guaranty fund utilizing a $100 million letter of credit that has been entered into with a major Canadian chartered bank and backed by a default insurance policy underwritten by Export Development Corporation, or EDC, a Canadian government agency. In event of a participant default, where a participant’s collateral becomes depleted, the remaining shortfall would be covered by a draw down on the letter of credit following which ICE NGX would pay the first $15 million in losses per its deductible and recover additional losses under the insurance policy up to $100 million . Clearing House Exposure Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its clearing members or participants. To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards. Excluding the effects of original and variation margin, guaranty fund and collateral requirements, the ICE Clearing Houses’ maximum estimated exposure for this guarantee is $104.6 billion as of March 31, 2019 , which represents the maximum estimated value by the ICE Clearing Houses of a hypothetical one-day movement in pricing of the underlying unsettled contracts. This value was determined using proprietary risk management software that simulates gains and losses based on historical market prices, volatility and other factors present at that point in time for those particular unsettled contracts. Future actual market price volatility could result in the exposure being significantly different than this amount. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings We are subject to legal proceedings, claims and investigations that arise in the ordinary course of our business. These include the matters described in Part I, Item 3 “Legal Proceedings” and Note 15 to the consolidated financial statements in Part II, Item 8 of our 2018 Form 10-K. We establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. We do not believe that the resolution of these legal matters, including the matters described below, will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations. LIBOR Litigation On January 15, 2019 and January 31, 2019, two virtually identical purported class action complaints were filed by, respectively, Putnam Bank, a savings bank based in Putnam, Connecticut, and two municipal pension funds affiliated with the City of Livonia, Michigan in the Southern District against ICE and several of its subsidiaries, including ICE Benchmark Administration Limited (“IBA”) (the “ICE Defendants”), as well as 18 multinational banks and various of their respective subsidiaries and affiliates (the “Panel Bank Defendants”). On March 4, 2019, a virtually identical complaint was filed on behalf of four retirement and benefit funds affiliated with the Hawaii Sheet Metal Workers Union. IBA is the administrator for various regulated benchmarks, including the ICE LIBOR benchmark that is calculated daily based upon the submissions from a reference panel (which includes the Panel Bank Defendants). The plaintiffs seek to litigate on behalf of a purported class of all U.S.-based persons or entities who transacted with a Panel Bank Defendant by receiving a payment on an interest rate indexed to a LIBOR-benchmarked rate during the period February 1, 2014 to the present. The plaintiffs allege that the ICE Defendants and Panel Bank Defendants engaged in a conspiracy to set the LIBOR benchmark at artificially low levels, with an alleged purpose and effect of depressing payments by the Panel Bank Defendants to members of the purported class. The complaints assert claims for violations of the Sherman and Clayton Antitrust Acts and for unjust enrichment under common law, and seek unspecified treble damages and other relief. ICE intends to vigorously defend these matters. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity investments, and short-term and long-term debt. The fair value of our financial instruments is measured based on a three-level hierarchy: • 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. Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of March 31, 2019 and December 31, 2018 are classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement. Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for the supplemental executive savings plan and the supplemental executive retirement plan and are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income. We hold money market funds measured at fair value using Level 1 inputs with adjustments recorded in net income. MERSCORP Holdings, Inc., or MERS, is part of our ICE Mortgage Services business and holds fixed income investments in order to satisfy the original terms of the governing documents of our June 2016 acquisition of a majority equity position in MERS. These investments are measured at fair value using Level 2 inputs with adjustments recorded in net income. Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities. We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of March 31, 2019 or December 31, 2018 . We measure certain assets, such as intangible assets, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of March 31, 2019 and December 31, 2018 , none of our intangible assets were required to be recorded at fair value since no impairments were recorded. We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. During the three months ended March 31, 2019 , we evaluated a transaction involving one of these investments and concluded that no fair value adjustment was required under this election. See Note 11 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable. The table below displays the fair value of our debt as of March 31, 2019 . The fair values of our fixed rate notes were estimated using quoted market prices for these instruments. The fair value of our commercial paper approximates par value since the interest rates on this short-term debt approximate market rates as of March 31, 2019 . As of March 31, 2019 Carrying Amount Fair value Debt: In Millions Commercial Paper $ 1,005 $ 1,008 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,247 1,252 2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) 496 493 2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) 397 411 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 793 841 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,243 1,302 2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 496 497 2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 592 624 2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,228 1,317 Total debt $ 7,497 $ 7,745 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate two business segments: our Trading and Clearing segment and our Data and Listings segment. This presentation is reflective of how our chief operating decision maker reviews and operates our business. Our Trading and Clearing segment comprises our transaction-based execution and clearing businesses. Our Data and Listings segment comprises our data services and our securities listings businesses, which are both largely subscription-based. Our chief operating decision maker does not review total assets or statements of income below operating income by segments; therefore, such information is not presented below. Our two segments do not engage in intersegment transactions. Financial data for our business segments is as follows for the three months ended March 31, 2019 and 2018 (in millions): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Trading and Clearing Segment Data and Listings Segment Consolidated Trading and Clearing Segment Data and Listings Segment Consolidated Revenues: Energy futures and options contracts $ 229 $ — $ 229 $ 235 $ — $ 235 Agricultural and metals futures and options contracts 62 — 62 65 — 65 Financial futures and options contracts 83 — 83 91 — 91 Cash equities and equity options 390 — 390 438 — 438 Fixed income and credit 87 — 87 56 — 56 OTC and other transactions 11 — 11 13 — 13 Pricing and analytics — 266 266 — 254 254 Exchange data and feeds — 176 176 — 164 164 Desktops and connectivity — 104 104 — 102 102 Listings — 111 111 — 109 109 Other revenues 64 — 64 53 — 53 Revenues 926 657 1,583 951 629 1,580 Transaction-based expenses 313 — 313 355 — 355 Revenues, less transaction-based expenses 613 657 1,270 596 629 1,225 Operating expenses 228 377 605 207 368 575 Operating income $ 385 $ 280 $ 665 $ 389 $ 261 $ 650 Revenue from one clearing member of the Trading and Clearing segment comprised $95 million , or 16% of our Trading and Clearing revenues for the three months ended March 31, 2019 . Revenue from one clearing member of the Trading and Clearing segment comprised $104 million , or 18% , of our Trading and Clearing revenues for the three months ended March 31, 2018 . Clearing members are primarily intermediaries and represent a broad range of principal trading firms. If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm. No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues for the three months ended March 31, 2019 and 2018 . |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the three months ended March 31, 2019 and 2018 (in millions, except per share amounts): Three Months Ended March 31, 2019 2018 Basic: Net income attributable to Intercontinental Exchange, Inc. $ 484 $ 464 Weighted average common shares outstanding 568 582 Basic earnings per common share $ 0.85 $ 0.80 Diluted: Weighted average common shares outstanding 568 582 Effect of dilutive securities - stock options and restricted shares 2 4 Diluted weighted average common shares outstanding 570 586 Diluted earnings per common share $ 0.85 $ 0.79 Basic earnings per common share is calculated using the weighted average common shares outstanding during the period. Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive. During the three months ended March 31, 2019 and 2018 , 813,000 and 302,000 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share, because to do so would have had an antidilutive effect. Certain figures in the table above may not recalculate due to rounding. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 1, 2019, we announced that we have entered into a definitive agreement to acquire Simplifile, LC, or Simplifile, for $335 million in cash. Simplifile operates one of the largest networks connecting the agents and jurisdictions that underpin mortgage records. Simplifile serves as an electronic liaison between lenders, settlement agents, and county recording offices, and streamlines the local recording of residential mortgage transactions. The transaction will expand the ICE Mortgage Services portfolio, which includes MERS, and is expected to close in the third quarter of 2019, subject to obtaining the required regulatory approvals. We have evaluated subsequent events and determined that no other events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2018 . The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature. Preparing financial statements requires us to make certain estimates and assumptions that affect the amounts that are reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-02, Leases . Entities are required to recognize both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures. We adopted ASU No. 2016-02 on January 1, 2019. Further disclosures and details on our adoption of ASU 2016-02 are discussed below. Accounting Pronouncements Not Yet Adopted Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments . Applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and trade receivables. Requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities. Effective at the beginning of our first quarter of fiscal year 2020, with early adoption permitted. We do not expect to early adopt. We are currently evaluating this guidance to determine the potential impact on our consolidated financial statements. Adoption of ASU 2016-02, "Leases" On January 1, 2019, we adopted ASU 2016-02, Leases, or ASU 2016-02. This standard requires recognition of both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 requires lessees to recognize a right-of-use, or ROU, asset representing a right to use the underlying asset over the lease term, and a corresponding lease liability on the balance sheet. Our operating leases primarily relate to our leased office space and data center facilities, and we do not have any leases classified as finance leases. We adopted ASU 2016-02 using the modified retrospective transition method and did not restate prior periods. Using the modified retrospective approach, we applied the provisions of ASU 2016-02 beginning in the period of adoption, and elected the package of practical expedients available to us. There was no impact to the opening balance of retained earnings as a result of a cumulative-effect adjustment on the adoption date. We elected the practical expedient to not reassess lease classifications, but alternatively to carry forward our historical classifications. In addition, we elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets. Our implementation of the amended lease guidance was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements. At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists. An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using our estimated incremental borrowing rate. We made the policy election to not record leases with a term of 12 months or less on the balance sheet, and to recognize lease expense on a straight-line basis over the lease term for those leases, the impact of which is nominal. We have also made policy elections related to capitalization thresholds and discount rates. We have elected to use a portfolio approach in consideration of our incremental borrowing rate to our population of lease agreements. Our incremental borrowing rate was determined based on our recent debt issuances that we believe are reflective of current borrowing rates. Certain lease agreements include options to extend, renew or terminate the lease agreement. As of March 31, 2019 , the weighted-average remaining lease term was 7.2 years and the weighted average discount rate was 3.6% . Our lease agreements do not contain any residual value guarantees. Upon adoption of ASU 2016-02, we recorded $357 million in operating lease liabilities, of which $52 million is included in other current liabilities and $305 million is included in operating lease liability-non-current within our accompanying consolidated balance sheet. We also recorded $308 million in operating lease ROU assets that are included as a component of property and equipment, net, in our balance sheet and are recorded in an amount equal to our lease liability, adjusted for any remaining unamortized lease incentives such as our deferred rent balances. As part of our adoption, we eliminated $49 million in deferred rent liabilities, of which $2 million had previously been included in other current liabilities and $47 million had been included in other non-current liabilities on our balance sheet. On the date of adoption, deferred rent liabilities were reclassified and presented as a reduction to the ROU asset, included in property and equipment, net on our consolidated balance sheet. Our adoption did not have an impact on our consolidated income statement. We recognize rent expense monthly on a straight-line basis for each respective operating leases, as a reduction to both the ROU asset and the lease liability. For the three months ended March 31, 2019 , we recognized $10 million of rent expense for office space as rent and occupancy expense and $5 million of rent expense for data center facilities as technology and communication expense within our consolidated income statement. We do not have any significant variable lease costs related to building and maintenance costs, real estate taxes, or other charges. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Recently Adopted Accounting Pronouncements Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-02, Leases . Entities are required to recognize both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures. We adopted ASU No. 2016-02 on January 1, 2019. Further disclosures and details on our adoption of ASU 2016-02 are discussed below. Accounting Pronouncements Not Yet Adopted Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements ASU No. 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments . Applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and trade receivables. Requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities. Effective at the beginning of our first quarter of fiscal year 2020, with early adoption permitted. We do not expect to early adopt. We are currently evaluating this guidance to determine the potential impact on our consolidated financial statements. |
Operating Lease Balance Sheet Details | Details of our lease asset and liability balances are as follows (in millions): As of March 31, 2019 As of January 1, 2019 Right-of-use lease assets $308 $308 Operating lease liability-current 53 52 Operating lease liability-non-current 306 305 Total operating lease liability $359 $357 |
Recognition of Operating Lease Liabilities | As of March 31, 2019 , we estimate that our operating lease liabilities will be recognized in the following years (in millions): Remainder of 2019 $ 49 2020 63 2021 61 2022 59 2023 43 Thereafter 134 Lease liability amounts repayable 409 Interest costs 50 Total operating lease liability $ 359 |
Supplemental Cash Flow Information and Non-Cash Activity Related to Operating Leases | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Three Months Ended Cash paid for amounts included in the measurement of operating lease liabilities $ 15 Right-of-use assets obtained in exchange for operating lease obligations $ 372 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognition | The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Segment totals here are consistent with the segment totals in Note 14: Trading and Clearing Segment Data and Listings Segment Total Consolidated Three months ended March 31, 2019 Transaction and clearing, net $ 862 $ — $ 862 Data services — 546 546 Listings — 111 111 Other revenues 64 — 64 Total revenues 926 657 1,583 Transaction-based expenses 313 — 313 Total revenues, less transaction-based expenses $ 613 $ 657 $ 1,270 Timing of Revenue Recognition Services transferred at a point in time $ 528 $ — $ 528 Services transferred over time 85 657 742 Total revenues, less transaction-based expenses $ 613 $ 657 $ 1,270 Trading and Clearing Segment Data and Listings Segment Total Consolidated Three months ended March 31, 2018 Transaction and clearing, net $ 898 $ — $ 898 Data services — 520 520 Listings — 109 109 Other revenues 53 — 53 Total revenues 951 629 1,580 Transaction-based expenses 355 — 355 Total revenues, less transaction-based expenses $ 596 $ 629 $ 1,225 Timing of Revenue Recognition Services transferred at a point in time $ 509 $ — $ 509 Services transferred over time 87 629 716 Total revenues, less transaction-based expenses $ 596 $ 629 $ 1,225 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedules of Intangible Assets and Goodwill | The following is a summary of the activity in the goodwill balance for the three months ended March 31, 2019 (in millions): Goodwill balance at December 31, 2018 $ 13,085 Foreign currency translation 11 Other activity, net 2 Goodwill balance at March 31, 2019 $ 13,098 The following is a summary of the activity in the other intangible assets balance for the three months ended March 31, 2019 (in millions): Other intangible assets balance at December 31, 2018 $ 10,462 Acquisitions 9 Foreign currency translation 12 Amortization of other intangible assets (77 ) Other intangible assets balance at March 31, 2019 $ 10,406 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | The changes in our deferred revenue during the three months ended March 31, 2019 are as follows (in millions): Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2018 $ — $ 25 $ 100 $ 92 $ 217 Additions 382 3 20 139 544 Amortization (96 ) (6 ) (9 ) (85 ) (196 ) Deferred revenue balance at March 31, 2019 $ 286 $ 22 $ 111 $ 146 $ 565 The changes in our deferred revenue during the three months ended March 31, 2018 are as follows (in millions): Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2017 $ — $ 25 $ 98 $ 93 $ 216 Additions 380 7 15 147 549 Amortization (95 ) (6 ) (8 ) (96 ) (205 ) Deferred revenue balance at March 31, 2018 $ 285 $ 26 $ 105 $ 144 $ 560 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our total debt, including short-term and long-term debt, consisted of the following as of March 31, 2019 and December 31, 2018 (in millions): As of As of Debt: Short-term debt: Commercial Paper $ 1,005 $ 951 Total short-term debt 1,005 951 Long-term debt: 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,247 1,246 2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) 496 496 2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) 397 397 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 793 793 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,243 1,243 2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 496 496 2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 592 591 2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,228 1,228 Total long-term debt 6,492 6,490 Total debt $ 7,497 $ 7,441 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Stock Options | The following is a summary of stock option activity for the three months ended March 31, 2019 : Number of Options (in thousands) Weighted Average Outstanding at December 31, 2018 3,610 $ 46.44 Granted 493 76.16 Exercised (172 ) 29.07 Outstanding at March 31, 2019 3,931 50.93 |
Details of Stock Options Outstanding | Details of stock options outstanding as of March 31, 2019 are as follows: Number of Options (in thousands) Weighted Average Weighted Average Aggregate Vested or expected to vest 3,931 $ 50.93 6.6 $ 99 Exercisable 2,848 $ 43.98 5.7 $ 92 |
Stock Options Valuation Assumptions | During the three months ended March 31, 2019 and 2018 , we used the weighted-average assumptions in the table below to compute the value of all options for shares of common stock granted to employees: Three Months Ended March 31, Assumptions: 2019 2018 Risk-free interest rate 2.49 % 2.66 % Expected life in years 5.9 6.0 Expected volatility 20 % 20 % Expected dividend yield 1.44 % 1.43 % Estimated weighted-average fair value of options granted per share $ 15.45 $ 13.98 |
Summary of Nonvested Restricted Stock Options | The following is a summary of the non-vested restricted share activity for the three months ended March 31, 2019 : Number of (in thousands) Weighted Average Non-vested at December 31, 2018 4,470 $ 60.56 Granted 1,569 76.19 Vested (1,991) 57.14 Forfeited (73) 64.06 Non-vested at March 31, 2019 3,975 68.38 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables present changes in the accumulated balances for each component of other comprehensive income (loss): Changes in Accumulated Other Comprehensive Income (Loss) by Component Balance, as of December 31, 2018 $ (227 ) $ 2 $ (90 ) $ (315 ) Other comprehensive income (loss) 26 (1 ) — 25 Income tax benefit (expense) — — — — Net current period other comprehensive income (loss) 26 (1 ) — 25 Balance, as of March 31, 2019 $ (201 ) $ 1 $ (90 ) $ (290 ) Changes in Accumulated Other Comprehensive Income (Loss) by Component Balance, as of December 31, 2017 $ (136 ) $ 2 $ (89 ) $ (223 ) Other comprehensive income 34 — — 34 Income tax benefit (expense) (1 ) — — (1 ) Net current period other comprehensive income 33 — — 33 Balance, as of March 31, 2018 $ (103 ) $ 2 $ (89 ) $ (190 ) |
Clearing Operations (Tables)
Clearing Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Brokers and Dealers [Abstract] | |
Schedule Of Guaranty Fund Contribution | Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases outside of our execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses": ICE Portion of Guaranty Fund Contribution (in millions) Clearing House Products Cleared Exchange where Executed Location As of As of ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments ICE Futures Europe, ICE Futures U.S., ICE Endex and third-party venues U.K. $233 $206 ICE Clear US Agricultural, metals, FX and equity index futures and options contracts ICE Futures U.S. U.S. 68 61 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 Derivatives on equities and equity indices traded on regulated markets ICE Endex The Netherlands 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 Total $354 $320 |
Schedule of Margin Deposits and Guaranty Funds Assets | As of March 31, 2019 , our cash and cash equivalent margin deposits are as follows (in millions): ICE Clear Europe (1) ICE Clear ICE Clear US ICE NGX Other ICE Clearing Houses Total Original margin $ 27,787 $ 21,487 $ 7,400 $ — $ 4 $ 56,678 Unsettled variation margin, net — — — 290 — 290 Guaranty fund 4,123 2,335 458 — 6 6,922 Delivery contracts receivable/payable, net — — — 674 — 674 Total $ 31,910 $ 23,822 $ 7,858 $ 964 $ 10 $ 64,564 As of December 31, 2018 , our cash and cash equivalent deposits, are as follows (in millions): ICE Clear Europe (2) ICE Clear ICE Clear US 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 (1) $27.5 billion and $4.4 billion is related to futures/options and CDS, respectively. (2) $25.8 billion and $5.1 billion is related to futures/options and CDS, respectively. |
Schedule of Cash and Cash Equivalents | Details of our cash and cash equivalent deposits are as follows (in millions): Clearing House Investment Type As of As of ICE Clear Europe National Bank Account (1) $ 3,639 $ 8,647 ICE Clear Europe Reverse repo 24,515 18,097 ICE Clear Europe Sovereign Debt 3,737 4,035 ICE Clear Europe Demand deposits 19 85 ICE Clear Credit National Bank Account (2) 18,735 19,484 ICE Clear Credit Reverse repo 2,189 1,935 ICE Clear Credit Demand deposits 2,898 3,807 ICE Clear US Reverse repo 5,269 4,380 ICE Clear US U.S. Treasuries 2,589 2,340 Other ICE Clearing Houses Demand deposits 10 8 ICE NGX Unsettled Variation Margin and Delivery Contracts Receivable/Payable 964 1,137 Total $ 64,564 $ 63,955 (1) As of March 31, 2019 , ICE Clear Europe held €2.7 billion ( $3.0 billion based on the euro/U.S. dollar exchange rate of 1.1224 as of March 31, 2019 ) at De Nederlandsche Bank, or DNB, and £500 million ( $652 million based on the pound sterling/U.S. dollar exchange rate of 1.3046 as of March 31, 2019 ) at the Bank of England, or BOE. As of December 31, 2018, ICE Clear Europe held €7.0 billion ( $8.0 billion based on the euro/U.S. dollar exchange rate of 1.1466 as of December 31, 2018) at DNB and £500 million ( $638 million based on the pound sterling/U.S. dollar exchange rate of 1.2756 as of December 31, 2018) at the BOE. (2) ICE Clear Credit is a systemically important financial market utility, or SIFMU, as designated by the Financial Stability Oversight Council, and holds its U.S. dollar cash margin in cash accounts at the Federal Reserve Bank of Chicago. |
Schedule of Assets Pledged by Clearing Members | These pledged assets are not reflected in our balance sheets, and are as follows: As of March 31, 2019 ICE Clear Europe ICE Clear ICE Clear US ICE NGX Total Original margin: Government securities at face value $ 31,479 $ 14,231 $ 11,561 $ — $ 57,271 Letters of credit — — — 2,486 2,486 ICE NGX cash deposits — — — 482 482 Total $ 31,479 $ 14,231 $ 11,561 $ 2,968 $ 60,239 Guaranty fund: Government securities at face value $ 557 $ 279 $ 275 $ — $ 1,111 As of December 31, 2018 ICE Clear Europe ICE Clear ICE Clear US ICE NGX Total Original margin: Government securities at face value $ 29,887 $ 12,990 $ 10,208 $ — $ 53,085 Letters of credit — — — 2,556 2,556 ICE NGX cash deposits — — — 605 605 Total $ 29,887 $ 12,990 $ 10,208 $ 3,161 $ 56,246 Guaranty fund: Government securities at face value $ 654 $ 256 $ 264 $ — $ 1,174 |
Schedule of Financial Instruments Owned and Pledged as Collateral | ICE NGX maintains the following accounts with a third-party Canadian chartered bank which are available in the event of physical settlement shortfalls, subject to certain conditions: Account Type As of March 31, 2019 (In C$ millions) As of March 31, 2019 (In $USD millions) Daylight liquidity facility C$300 $225 Overdraft facility 20 15 Total C$320 $240 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The fair values of our fixed rate notes were estimated using quoted market prices for these instruments. The fair value of our commercial paper approximates par value since the interest rates on this short-term debt approximate market rates as of March 31, 2019 . As of March 31, 2019 Carrying Amount Fair value Debt: In Millions Commercial Paper $ 1,005 $ 1,008 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,247 1,252 2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) 496 493 2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) 397 411 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 793 841 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,243 1,302 2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 496 497 2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 592 624 2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,228 1,317 Total debt $ 7,497 $ 7,745 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial data for our business segments is as follows for the three months ended March 31, 2019 and 2018 (in millions): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Trading and Clearing Segment Data and Listings Segment Consolidated Trading and Clearing Segment Data and Listings Segment Consolidated Revenues: Energy futures and options contracts $ 229 $ — $ 229 $ 235 $ — $ 235 Agricultural and metals futures and options contracts 62 — 62 65 — 65 Financial futures and options contracts 83 — 83 91 — 91 Cash equities and equity options 390 — 390 438 — 438 Fixed income and credit 87 — 87 56 — 56 OTC and other transactions 11 — 11 13 — 13 Pricing and analytics — 266 266 — 254 254 Exchange data and feeds — 176 176 — 164 164 Desktops and connectivity — 104 104 — 102 102 Listings — 111 111 — 109 109 Other revenues 64 — 64 53 — 53 Revenues 926 657 1,583 951 629 1,580 Transaction-based expenses 313 — 313 355 — 355 Revenues, less transaction-based expenses 613 657 1,270 596 629 1,225 Operating expenses 228 377 605 207 368 575 Operating income $ 385 $ 280 $ 665 $ 389 $ 261 $ 650 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Earnings Per Common Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the three months ended March 31, 2019 and 2018 (in millions, except per share amounts): Three Months Ended March 31, 2019 2018 Basic: Net income attributable to Intercontinental Exchange, Inc. $ 484 $ 464 Weighted average common shares outstanding 568 582 Basic earnings per common share $ 0.85 $ 0.80 Diluted: Weighted average common shares outstanding 568 582 Effect of dilutive securities - stock options and restricted shares 2 4 Diluted weighted average common shares outstanding 570 586 Diluted earnings per common share $ 0.85 $ 0.79 |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Weighted average remaining lease term for operating lease | 7 years 2 months 12 days | |
Weighted average discount rate (percent) | 3.60% | |
Operating lease liabilities | $ 359 | $ 357 |
Current operating lease liability | 53 | 52 |
Non-current operating lease liability | 306 | 305 |
Operating lease right of use assets | 308 | 308 |
Rent And Occupancy Expense | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Lease rent expense | 10 | |
Technology And Communication Expense | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Lease rent expense | $ 5 | |
Accounting Standards Update 2016-02 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Operating lease liabilities | 357 | |
Current operating lease liability | 52 | |
Non-current operating lease liability | 305 | |
Operating lease right of use assets | 308 | |
Deferred rent liabilities eliminated | 49 | |
Accounting Standards Update 2016-02 | Other Current Liabilities | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred rent liabilities eliminated | 2 | |
Accounting Standards Update 2016-02 | Other Noncurrent Liabilities | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred rent liabilities eliminated | $ 47 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Operating Lease Details (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Right-of-use lease assets | $ 308 | $ 308 |
Operating lease liability-current | 53 | 52 |
Operating lease liability-non-current | 306 | 305 |
Total operating lease liability | $ 359 | $ 357 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Remainder of 2019 | $ 49 | |
2020 | 63 | |
2021 | 61 | |
2022 | 59 | |
2023 | 43 | |
Thereafter | 134 | |
Lease liability amounts repayable | 409 | |
Interest costs | 50 | |
Total operating lease liability | $ 359 | $ 357 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Supplemental Cash Flow Information and Non-Cash Activity Related to Operating Leases (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 15 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 372 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Return of capital from equity method investment | $ 44 | $ 0 | |||
Options Clearing Corporation | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 40.00% | ||||
Equity capital | $ 150 | ||||
Investment contribution | $ 60 | ||||
Dividends received | $ 31 | ||||
Return of capital from equity method investment | $ 44 | ||||
Scenario, Forecast | Options Clearing Corporation | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Return of capital from equity method investment | $ 16 | ||||
2018 Net Income | Options Clearing Corporation | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity earnings in other income | 19 | ||||
2019 Net Income | Options Clearing Corporation | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity earnings in other income | $ 8 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)obligation | Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of performance obligations | obligation | 2 | |
Number of performance obligations related to trade execution | obligation | 1 | |
Rebates | $ 215 | $ 220 |
Period of recognition of performance obligations | 2 years | |
Period of customer revenue list recognized for NYSE | 9 years | |
Period of customer revenue list recognized for NYSE area and NYSE American | 5 years | |
Period of customer revenue list recognized for NYSE, modifications | 6 years | |
Period of customer revenue list recognized for NYSE area and NYSE American, modifications | 3 years | |
Total revenues | $ 1,583 | 1,580 |
Interest rates and other financial futures and options contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 862 | 898 |
Trading and Clearing Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 926 | 951 |
Trading and Clearing Segment | Interest rates and other financial futures and options contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 862 | 898 |
Trading and Clearing Segment | Interest rates and other financial futures and options contracts | Transferred over Time | ||
Disaggregation of Revenue [Line Items] | ||
Period of recognition of performance obligations | 1 month | |
Total revenues | $ 60 | $ 63 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,583 | $ 1,580 |
Transaction-based expenses | 313 | 355 |
Total revenues, less transaction-based expenses | 1,270 | 1,225 |
Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues, less transaction-based expenses | 528 | 509 |
Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues, less transaction-based expenses | 742 | 716 |
Trading and Clearing Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 926 | 951 |
Transaction-based expenses | 313 | 355 |
Total revenues, less transaction-based expenses | 613 | 596 |
Trading and Clearing Segment | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues, less transaction-based expenses | 528 | 509 |
Trading and Clearing Segment | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues, less transaction-based expenses | 85 | 87 |
Data and Listings Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 657 | 629 |
Transaction-based expenses | 0 | 0 |
Total revenues, less transaction-based expenses | 657 | 629 |
Data and Listings Segment | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues, less transaction-based expenses | 0 | 0 |
Data and Listings Segment | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues, less transaction-based expenses | 657 | 629 |
Transaction and clearing, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 862 | 898 |
Transaction and clearing, net | Trading and Clearing Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 862 | 898 |
Transaction and clearing, net | Trading and Clearing Segment | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 60 | 63 |
Transaction and clearing, net | Data and Listings Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Data services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 546 | 520 |
Data services | Trading and Clearing Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Data services | Data and Listings Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 546 | 520 |
Listings | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 111 | 109 |
Listings | Trading and Clearing Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Listings | Data and Listings Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 111 | 109 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64 | 53 |
Other revenues | Trading and Clearing Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64 | 53 |
Other revenues | Data and Listings Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 0 | $ 0 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at December 31, 2018 | $ 13,085 |
Foreign currency translation | 11 |
Other activity, net | 2 |
Goodwill balance at March 31, 2019 | $ 13,098 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Other Intangible Rollforward (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Finite-lived Intangible Assets [Roll Forward] | |
Other intangible assets balance at December 31, 2018 | $ 10,462 |
Acquisitions | 9 |
Foreign currency translation | 12 |
Amortization of other intangible assets | (77) |
Other intangible assets balance at March 31, 2019 | $ 10,406 |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||||
Total deferred revenue | $ 565 | $ 560 | $ 217 | $ 216 |
Deferred revenue, current | 479 | $ 135 | ||
Noncurrent deferred revenue | 86 | |||
Revenue recognized | $ 45 | $ 49 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Roll Forward] | ||
Beginning balance | $ 217 | $ 216 |
Additions | 544 | 549 |
Amortization | (196) | (205) |
Ending balance | 565 | 560 |
Annual Listings Revenues | ||
Disaggregation Of Revenue [Roll Forward] | ||
Beginning balance | 0 | 0 |
Additions | 382 | 380 |
Amortization | (96) | (95) |
Ending balance | 286 | 285 |
Original Listings Revenues | ||
Disaggregation Of Revenue [Roll Forward] | ||
Beginning balance | 25 | 25 |
Additions | 3 | 7 |
Amortization | (6) | (6) |
Ending balance | 22 | 26 |
Other Listings Revenues | ||
Disaggregation Of Revenue [Roll Forward] | ||
Beginning balance | 100 | 98 |
Additions | 20 | 15 |
Amortization | (9) | (8) |
Ending balance | 111 | 105 |
Data Services and Other Revenues | ||
Disaggregation Of Revenue [Roll Forward] | ||
Beginning balance | 92 | 93 |
Additions | 139 | 147 |
Amortization | (85) | (96) |
Ending balance | $ 146 | $ 144 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Short-term debt: | ||
Commercial Paper | $ 1,005 | $ 951 |
Total short-term debt | 1,005 | 951 |
Long-term debt: | ||
Senior notes | 7,497 | |
Total long-term debt | 6,492 | 6,490 |
Total debt | $ 7,497 | 7,441 |
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.75% | |
Long-term debt: | ||
Senior notes | $ 1,247 | |
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.35% | |
Long-term debt: | ||
Senior notes | $ 496 | |
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.45% | |
Long-term debt: | ||
Senior notes | $ 397 | |
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.00% | |
Long-term debt: | ||
Senior notes | $ 793 | |
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.75% | |
Long-term debt: | ||
Senior notes | $ 1,243 | |
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.10% | |
Long-term debt: | ||
Senior notes | $ 496 | |
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.75% | |
Long-term debt: | ||
Senior notes | $ 592 | |
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.25% | |
Long-term debt: | ||
Senior notes | $ 1,228 | |
Senior Notes | 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.75% | |
Long-term debt: | ||
Senior notes | $ 1,247 | 1,246 |
Senior Notes | 2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.35% | |
Long-term debt: | ||
Senior notes | $ 496 | 496 |
Senior Notes | 2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.45% | |
Long-term debt: | ||
Senior notes | $ 397 | 397 |
Senior Notes | 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.00% | |
Long-term debt: | ||
Senior notes | $ 793 | 793 |
Senior Notes | 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.75% | |
Long-term debt: | ||
Senior notes | $ 1,243 | 1,243 |
Senior Notes | 2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.10% | |
Long-term debt: | ||
Senior notes | $ 496 | 496 |
Senior Notes | 2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.75% | |
Long-term debt: | ||
Senior notes | $ 592 | 591 |
Senior Notes | 2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.25% | |
Long-term debt: | ||
Senior notes | $ 1,228 | $ 1,228 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Line of Credit Facility [Line Items] | ||
Proceeds from commercial paper | $ 54,000,000 | $ 789,000,000 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 3,400,000,000 | |
Additional borrowing capacity (up to) | 975,000,000 | |
Amount of debt outstanding | 0 | |
Amount required to stop broker-dealer subsidiary commitments | 105,000,000 | |
Funds available to use for working capital and general and corporate purposes | 2,300,000,000 | |
Commercial Paper | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Funds reserved for commercial paper program | $ 1,000,000,000 | |
Weighted average interest rate | 2.54% | |
Weighted average maturity period | 22 days | |
Commercial Paper | Revolving Credit Facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commercial paper maturities | 1 day | |
Commercial Paper | Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commercial paper maturities | 88 days | |
BondPoint and TMC Bonds | ||
Line of Credit Facility [Line Items] | ||
Proceeds from commercial paper | $ 54,000,000 |
Shared-Based Compensation - Nar
Shared-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Feb. 28, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Class of Stock [Line Items] | ||||
Non-cash expense recognized | $ 29 | $ 29 | ||
Fair value of restricted stock | 149 | 182 | ||
Performance Based Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Unrecognized compensation expense | $ 41 | $ 41 | 38 | |
Cost not yet recognized, period for recognition | 3 years | |||
Vested stock options (in shares) | 600,000 | |||
Stock-based compensation | 3 | |||
Amount of non-cash compensation remaining in fiscal period | $ 19 | |||
Time Based Restricted Units | ||||
Class of Stock [Line Items] | ||||
Vested stock options (in shares) | 900,000 | |||
Time Based And Performance Based Restricted Stock | ||||
Class of Stock [Line Items] | ||||
Unrecognized compensation expense | $ 188 | |||
Cost not yet recognized, period for recognition | 1 year 9 months 18 days | |||
Maximum | Performance Based Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Unrecognized compensation expense | $ 82 | $ 82 | ||
Shares reserved for future issuance (in shares) | 1,100,000 | 1,100,000 | ||
Employee Stock Option | ||||
Class of Stock [Line Items] | ||||
Intrinsic value of shares | $ 8 | $ 9 | ||
Unrecognized compensation expense | $ 7 | |||
Cost not yet recognized, period for recognition | 2 years 1 month 6 days | |||
Bakkt | ||||
Class of Stock [Line Items] | ||||
Unrecognized compensation expense | $ 41 | $ 41 | ||
Cost not yet recognized, period for recognition | 8 years | |||
Preferred units, issued | 86,000,000 | 86,000,000 | ||
Common units, issued | 4,000,000 | 4,000,000 | ||
Phantom incentive units, issued | 1,000,000 | 1,000,000 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Options (in thousands) | |
Outstanding beginning balance (in shares) | shares | 3,610 |
Granted (in shares) | shares | 493 |
Exercised (in shares) | shares | (172) |
Outstanding ending balance (in shares) | shares | 3,931 |
Weighted Average Exercise Price per Option | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 46.44 |
Granted (in dollars per share) | $ / shares | 76.16 |
Exercised (in dollars per share) | $ / shares | 29.07 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 50.93 |
Share-Based Compensation - Deta
Share-Based Compensation - Details of Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Vested or expected to vest | |
Number of Options (in shares) | shares | 3,931 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 50.93 |
Weighted Average Remaining Contractual Life | 6 years 7 months 6 days |
Aggregate Intrinsic Value | $ | $ 99 |
Exercisable | |
Number of Options (in shares) | shares | 2,848 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 43.98 |
Weighted Average Remaining Contractual Life | 5 years 8 months 12 days |
Aggregate Intrinsic Value | $ | $ 92 |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Risk-free interest rate | 2.49% | 2.66% |
Expected life in years | 5 years 10 months 24 days | 6 years |
Expected volatility | 20.00% | 20.00% |
Expected dividend yield | 1.44% | 1.43% |
Estimated weighted-average fair value of options granted per share (in dollars per share) | $ 15.45 | $ 13.98 |
Share-Based Compensation - Nonv
Share-Based Compensation - Nonvested Restricted Stock Activity (Details) - Restricted Stock shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Restricted Stock Shares (in thousands) | |
Non-vested beginning balance (in shares) | shares | 4,470 |
Granted (in shares) | shares | 1,569 |
Vested (in shares) | shares | (1,991) |
Forfeited (in shares) | shares | (73) |
Non-vested ending balance (in shares) | shares | 3,975 |
Weighted Average Grant-Date Fair Value per Share | |
Non-vested beginning balance (in dollars per share) | $ / shares | $ 60.56 |
Granted (in dollars per share) | $ / shares | 76.19 |
Vested (in dollars per share) | $ / shares | 57.14 |
Forfeited (in dollars per share) | $ / shares | 64.06 |
Non-vested ending balance (in dollars per share) | $ / shares | $ 68.38 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 2,000,000,000 | ||
Repurchases of common stock | $ 440,000,000 | $ 300,000,000 | |
Stock repurchase program, remaining authorized amount | $ 1,600,000,000 | ||
Cash dividends per share (in dollars per share) | $ 0.275 | $ 0.24 | |
Aggregate payout | $ 157,000,000 | $ 140,000,000 | |
Rule 10b5-1 Trading Plan | |||
Class of Stock [Line Items] | |||
Repurchases of common stock (in shares) | 4.6 | ||
Repurchases of common stock | $ 340,000,000 | ||
Open Market | |||
Class of Stock [Line Items] | |||
Repurchases of common stock (in shares) | 1.3 | ||
Repurchases of common stock | $ 100,000,000 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | $ 17,231 | $ 16,985 |
Other comprehensive income | 25 | 33 |
Ending Balance | 17,130 | 17,006 |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (227) | (136) |
Other comprehensive income (loss) | 26 | 34 |
Income tax benefit (expense) | 0 | (1) |
Other comprehensive income | 26 | 33 |
Ending Balance | (201) | (103) |
Comprehensive income from equity method investment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | 2 | 2 |
Other comprehensive income (loss) | (1) | 0 |
Income tax benefit (expense) | 0 | 0 |
Other comprehensive income | (1) | 0 |
Ending Balance | 1 | 2 |
Employee benefit plans adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (90) | (89) |
Other comprehensive income (loss) | 0 | 0 |
Income tax benefit (expense) | 0 | 0 |
Other comprehensive income | 0 | 0 |
Ending Balance | (90) | (89) |
Accumulated other comprehensive loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (315) | (223) |
Other comprehensive income (loss) | 25 | 34 |
Income tax benefit (expense) | 0 | (1) |
Other comprehensive income | 25 | 33 |
Ending Balance | $ (290) | $ (190) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 21.00% | 23.00% |
Clearing Operations - Narrative
Clearing Operations - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Mar. 31, 2019USD ($)clearing_house | Dec. 31, 2018USD ($) | |
Principal Transaction Revenue [Line Items] | ||||
Number of clearing houses | clearing_house | 6 | |||
Margin deposits and guaranty funds assets received or pledged | $ 125,900,000,000 | $ 125,900,000,000 | $ 121,400,000,000 | |
Maximum exposure, undiscounted | 104,600,000,000 | 104,600,000,000 | ||
ICE Clear Europe | ||||
Principal Transaction Revenue [Line Items] | ||||
Increase in contribution to guaranty fund | $ 27,000,000 | |||
ICE Clear US | ||||
Principal Transaction Revenue [Line Items] | ||||
Increase in contribution to guaranty fund | 7,000,000 | |||
Letter of Credit | ICE NGX | ||||
Principal Transaction Revenue [Line Items] | ||||
Debt instrument, face amount | $ 100,000,000 | 100,000,000 | ||
Repayments of secured debt | 15,000,000 | |||
Additional losses under insurance policy | $ 100,000,000 |
Clearing Operations - Guaranty
Clearing Operations - Guaranty Fund Contributions (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Clearing Organizations [Line Items] | ||
ICE Portion of Guaranty Fund Contribution | $ 354 | $ 320 |
ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
ICE Portion of Guaranty Fund Contribution | 233 | 206 |
ICE Clear US | ||
Clearing Organizations [Line Items] | ||
ICE Portion of Guaranty Fund Contribution | 68 | 61 |
ICE Clear Credit | ||
Clearing Organizations [Line Items] | ||
ICE Portion of Guaranty Fund Contribution | 50 | 50 |
ICE Clear Netherlands | ||
Clearing Organizations [Line Items] | ||
ICE Portion of Guaranty Fund Contribution | 2 | 2 |
ICE Clear Singapore | ||
Clearing Organizations [Line Items] | ||
ICE Portion of Guaranty Fund Contribution | $ 1 | $ 1 |
Clearing Operations - Cash and
Clearing Operations - Cash and Cash Equivalent Deposits (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Clearing Organizations [Line Items] | ||
Original margin | $ 56,678 | $ 56,630 |
Unsettled variation margin, net | 290 | 417 |
Guaranty fund | 6,922 | 6,188 |
Delivery contracts receivable/payable, net | 674 | 720 |
Total | 64,564 | 63,955 |
ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
Original margin | 27,787 | 27,597 |
Unsettled variation margin, net | 0 | 0 |
Guaranty fund | 4,123 | 3,267 |
Delivery contracts receivable/payable, net | 0 | 0 |
Total | 31,910 | 30,864 |
ICE Clear Credit | ||
Clearing Organizations [Line Items] | ||
Original margin | 21,487 | 22,770 |
Unsettled variation margin, net | 0 | 0 |
Guaranty fund | 2,335 | 2,456 |
Delivery contracts receivable/payable, net | 0 | 0 |
Total | 23,822 | 25,226 |
ICE Clear US | ||
Clearing Organizations [Line Items] | ||
Original margin | 7,400 | 6,260 |
Unsettled variation margin, net | 0 | 0 |
Guaranty fund | 458 | 460 |
Delivery contracts receivable/payable, net | 0 | 0 |
Total | 7,858 | 6,720 |
ICE NGX | ||
Clearing Organizations [Line Items] | ||
Original margin | 0 | 0 |
Unsettled variation margin, net | 290 | 417 |
Guaranty fund | 0 | 0 |
Delivery contracts receivable/payable, net | 674 | 720 |
Total | 964 | 1,137 |
Other ICE Clearing Houses | ||
Clearing Organizations [Line Items] | ||
Original margin | 4 | 3 |
Unsettled variation margin, net | 0 | 0 |
Guaranty fund | 6 | 5 |
Delivery contracts receivable/payable, net | 0 | 0 |
Total | 10 | 8 |
Futures and options | ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
Total | 27,500 | 25,800 |
CDS | ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
Total | $ 4,400 | $ 5,100 |
Clearing Operations - Separate
Clearing Operations - Separate Cash Accounts (Details) £ in Millions, $ in Millions, € in Billions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2019GBP (£) | Mar. 31, 2019EUR (€) | Dec. 31, 2018GBP (£) | Dec. 31, 2018EUR (€) | |
Clearing Organizations [Line Items] | ||||||
Cash deposits | $ 64,564 | $ 63,955 | ||||
De Nederlandsche Bank | ICE Clear Europe | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | $ 3,000 | $ 8,000 | € 2.7 | € 7 | ||
Exchange rate to USD | 1.1224 | 1.1466 | ||||
Bank of England | ICE Clear Europe | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | $ 652 | $ 638 | £ 500 | £ 500 | ||
Exchange rate to USD | 1.3046 | 1.2756 | ||||
National Bank Account | ICE Clear Europe | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | $ 3,639 | $ 8,647 | ||||
National Bank Account | ICE Clear Credit | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 18,735 | 19,484 | ||||
Reverse repo | ICE Clear Europe | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 24,515 | 18,097 | ||||
Reverse repo | ICE Clear Credit | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 2,189 | 1,935 | ||||
Reverse repo | ICE Clear US | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 5,269 | 4,380 | ||||
Sovereign Debt | ICE Clear Europe | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 3,737 | 4,035 | ||||
Demand deposits | ICE Clear Europe | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 19 | 85 | ||||
Demand deposits | ICE Clear Credit | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 2,898 | 3,807 | ||||
Demand deposits | Other ICE Clearing Houses | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 10 | 8 | ||||
U.S. Treasuries | ICE Clear US | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | 2,589 | 2,340 | ||||
Unsettled Variation Margin and Delivery Contracts Receivable/Payable | ICE NGX | ||||||
Clearing Organizations [Line Items] | ||||||
Cash deposits | $ 964 | $ 1,137 |
Clearing Operations - Assets Pl
Clearing Operations - Assets Pledged by Clearing Members (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Original Margin | ||
Original margin: | ||
Government securities at face value | $ 57,271 | $ 53,085 |
Letters of credit | 2,486 | 2,556 |
ICE NGX cash deposits | 482 | 605 |
Total | 60,239 | 56,246 |
Guaranty Fund | ||
Guaranty fund: | ||
Government securities at face value | 1,111 | 1,174 |
ICE Clear Europe | Original Margin | ||
Original margin: | ||
Government securities at face value | 31,479 | 29,887 |
Letters of credit | 0 | 0 |
ICE NGX cash deposits | 0 | 0 |
Total | 31,479 | 29,887 |
ICE Clear Europe | Guaranty Fund | ||
Guaranty fund: | ||
Government securities at face value | 557 | 654 |
ICE Clear Credit | Original Margin | ||
Original margin: | ||
Government securities at face value | 14,231 | 12,990 |
Letters of credit | 0 | 0 |
ICE NGX cash deposits | 0 | 0 |
Total | 14,231 | 12,990 |
ICE Clear Credit | Guaranty Fund | ||
Guaranty fund: | ||
Government securities at face value | 279 | 256 |
ICE Clear US | Original Margin | ||
Original margin: | ||
Government securities at face value | 11,561 | 10,208 |
Letters of credit | 0 | 0 |
ICE NGX cash deposits | 0 | 0 |
Total | 11,561 | 10,208 |
ICE Clear US | Guaranty Fund | ||
Guaranty fund: | ||
Government securities at face value | 275 | 264 |
ICE NGX | Original Margin | ||
Original margin: | ||
Government securities at face value | 0 | 0 |
Letters of credit | 2,486 | 2,556 |
ICE NGX cash deposits | 482 | 605 |
Total | 2,968 | 3,161 |
ICE NGX | Guaranty Fund | ||
Guaranty fund: | ||
Government securities at face value | $ 0 | $ 0 |
Clearing Operations - Cash as C
Clearing Operations - Cash as Collateral with NGX (Details) - Mar. 31, 2019 - ICE NGX $ in Millions, $ in Millions | USD ($) | CAD ($) |
Clearing Organizations [Line Items] | ||
Daylight liquidity facility | $ 225 | $ 300 |
Overdraft facility | 15 | 20 |
Total | $ 240 | $ 320 |
Legal Proceedings (Details)
Legal Proceedings (Details) | Mar. 04, 2019retirement_and_benefit_fund | Jan. 31, 2019lawsuitmultinational_bankmunicipal_pension_fund |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of class action lawsuits | lawsuit | 2 | |
Number of retirement and benefit funds | municipal_pension_fund | 2 | |
Number of multinational banks | multinational_bank | 18 | |
Number of retirement and benefit funds | retirement_and_benefit_fund | 4 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of commercial paper | $ 1,005 | $ 951 |
Fair value of commercial paper | 1,008 | |
Carrying amount of debt | 7,497 | |
Fair value of debt | 7,745 | |
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | 1,247 | |
Fair value of debt | $ 1,252 | |
Interest rate, stated percentage | 2.75% | |
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 496 | |
Fair value of debt | $ 493 | |
Interest rate, stated percentage | 2.35% | |
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 397 | |
Fair value of debt | $ 411 | |
Interest rate, stated percentage | 3.45% | |
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 793 | |
Fair value of debt | $ 841 | |
Interest rate, stated percentage | 4.00% | |
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 1,243 | |
Fair value of debt | $ 1,302 | |
Interest rate, stated percentage | 3.75% | |
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 496 | |
Fair value of debt | $ 497 | |
Interest rate, stated percentage | 3.10% | |
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 592 | |
Fair value of debt | $ 624 | |
Interest rate, stated percentage | 3.75% | |
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount of debt | $ 1,228 | |
Fair value of debt | $ 1,317 | |
Interest rate, stated percentage | 4.25% |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)segmentmember | Mar. 31, 2018USD ($)member | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Revenues: | ||
Total revenues | $ 1,583 | $ 1,580 |
Transaction-based expenses | 313 | 355 |
Total revenues, less transaction-based expenses | 1,270 | 1,225 |
Operating expenses | 605 | 575 |
Operating income | 665 | 650 |
Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 926 | 951 |
Transaction-based expenses | 313 | 355 |
Total revenues, less transaction-based expenses | 613 | 596 |
Operating expenses | 228 | 207 |
Operating income | 385 | 389 |
Data and Listings Segment | ||
Revenues: | ||
Total revenues | 657 | 629 |
Transaction-based expenses | 0 | 0 |
Total revenues, less transaction-based expenses | 657 | 629 |
Operating expenses | 377 | 368 |
Operating income | 280 | 261 |
Sales Revenue, Net | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | $ 95 | $ 104 |
Number of members | member | 1 | 1 |
Concentration risk, percentage | 16.00% | 18.00% |
Energy futures and options contracts | ||
Revenues: | ||
Total revenues | $ 229 | $ 235 |
Energy futures and options contracts | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 229 | 235 |
Energy futures and options contracts | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Agricultural and metals futures and options contracts | ||
Revenues: | ||
Total revenues | 62 | 65 |
Agricultural and metals futures and options contracts | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 62 | 65 |
Agricultural and metals futures and options contracts | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Financial futures and options contracts | ||
Revenues: | ||
Total revenues | 83 | 91 |
Financial futures and options contracts | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 83 | 91 |
Financial futures and options contracts | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Cash equities and equity options | ||
Revenues: | ||
Total revenues | 390 | 438 |
Cash equities and equity options | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 390 | 438 |
Cash equities and equity options | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Fixed income and credit | ||
Revenues: | ||
Total revenues | 87 | 56 |
Fixed income and credit | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 87 | 56 |
Fixed income and credit | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
OTC and other transactions | ||
Revenues: | ||
Total revenues | 11 | 13 |
OTC and other transactions | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 11 | 13 |
OTC and other transactions | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Pricing and analytics | ||
Revenues: | ||
Total revenues | 266 | 254 |
Pricing and analytics | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Pricing and analytics | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 266 | 254 |
Exchange data and feeds | ||
Revenues: | ||
Total revenues | 176 | 164 |
Exchange data and feeds | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Exchange data and feeds | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 176 | 164 |
Desktops and connectivity | ||
Revenues: | ||
Total revenues | 104 | 102 |
Desktops and connectivity | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Desktops and connectivity | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 104 | 102 |
Listings | ||
Revenues: | ||
Total revenues | 111 | 109 |
Listings | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 0 | 0 |
Listings | Data and Listings Segment | ||
Revenues: | ||
Total revenues | 111 | 109 |
Other revenues | ||
Revenues: | ||
Total revenues | 64 | 53 |
Other revenues | Trading and Clearing Segment | ||
Revenues: | ||
Total revenues | 64 | 53 |
Other revenues | Data and Listings Segment | ||
Revenues: | ||
Total revenues | $ 0 | $ 0 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic: | ||
Net income attributable to Intercontinental Exchange, Inc. | $ 484 | $ 464 |
Weighted average common shares outstanding (in shares) | 568,000 | 582,000 |
Basic earnings per common share (in dollars per share) | $ 0.85 | $ 0.80 |
Diluted: | ||
Weighted average common shares outstanding (in shares) | 568,000 | 582,000 |
Effect of dilutive securities - stock options and restricted (in shares) shares | 2,000 | 4,000 |
Diluted weighted average common shares outstanding (in shares) | 570,000 | 586,000 |
Diluted earnings per common share (in dollars per share) | $ 0.85 | $ 0.79 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 813 | 302 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 01, 2019USD ($) |
Simplifile | Subsequent Event | |
Subsequent Event [Line Items] | |
Payment to acquire business | $ 335 |