Intercontinental Exchange, Inc. [ICE] Filings

10-Q 1 ice-20220331.htm 10-Q ice-20220331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number 001-36198

INTERCONTINENTAL EXCHANGE, INC.

(Exact name of registrant as specified in its charter)


Delaware			46-2286804
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


5660 New Northside Drive, Atlanta, Georgia			30328
(Address of principal executive offices)			(Zip Code)

(770) 857-4700

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	ICE	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 2, 2022, the number of shares of the registrant’s Common Stock outstanding was 558,266,299 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended March 31, 2022

TABLE OF CONTENTS




PART I.	Financial Statements
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	2
	Consolidated Statements of Income for the three months ended March 31, 2022 and 2021	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021	5
	Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the three months ended March 31, 2022 and 2021	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	60

PART II.	Other Information
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	61
SIGNATURES		62

PART I. Financial Statements

Item 1. Consolidated Financial Statements

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)


	As of		As of December 31, 2021
	March 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	638	$	607
Short-term restricted cash and cash equivalents	1,101		1,035
Cash and cash equivalent margin deposits and guaranty funds	161,147		145,936
Invested deposits, delivery contracts receivable and unsettled variation margin	3,776		4,493
Customer accounts receivable, net of allowance for doubtful accounts of $24 at both March 31, 2022 and December 31, 2021	1,696		1,208
Prepaid expenses and other current assets	1,020		1,021
Total current assets	169,378		154,300
Property and equipment, net	1,733		1,699
Other non-current assets:
Goodwill	21,141		21,123
Other intangible assets, net	13,576		13,736
Long-term restricted cash and cash equivalents	405		398
Other non-current assets	2,255		2,246
Total other non-current assets	37,377		37,503
Total assets	$	208,488	$	193,502

Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	733	$	703
Section 31 fees payable	50		57
Accrued salaries and benefits	148		354
Deferred revenue	589		194
Short-term debt	1,777		1,521
Margin deposits and guaranty funds	161,147		145,936
Invested deposits, delivery contracts payable and unsettled variation margin	3,776		4,493
Other current liabilities	259		153
Total current liabilities	168,479		153,411
Non-current liabilities:
Non-current deferred tax liability, net	4,011		4,100
Long-term debt	12,401		12,397
Accrued employee benefits	195		200
Non-current operating lease liability	288		252
Other non-current liabilities	411		394
Total non-current liabilities	17,306		17,343
Total liabilities	185,785		170,754
Commitments and contingencies


Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding	—		—
Common stock, $0.01 par value; 1,500 shares authorized; 633 and 631 issued at March 31, 2022 and December 31, 2021, respectively, and 559 and 561 shares outstanding at March 31, 2022 and December 31, 2021, respectively	6		6
Treasury stock, at cost; 74 and 70 shares at March 31, 2022 and December 31, 2021, respectively	(6,064)		(5,520)
Additional paid-in capital	14,153		14,069
Retained earnings	14,793		14,350
Accumulated other comprehensive loss	(221)		(196)
Total Intercontinental Exchange, Inc. stockholders’ equity	22,667		22,709
Non-controlling interest in consolidated subsidiaries	36		39
Total equity	22,703		22,748
Total liabilities and equity	$	208,488	$	193,502

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Revenues:
Exchanges	$	1,643	$	1,606
Fixed income and data services	509		468
Mortgage technology	307		355
Total revenues	2,459		2,429
Transaction-based expenses:
Section 31 fees	51		125
Cash liquidity payments, routing and clearing	509		507
Total revenues, less transaction-based expenses	1,899		1,797
Operating expenses:
Compensation and benefits	359		354
Professional services	34		44
Acquisition-related transaction and integration costs	9		18
Technology and communication	175		162
Rent and occupancy	21		21
Selling, general and administrative	55		51
Depreciation and amortization	254		255
Total operating expenses	907		905
Operating income	992		892
Other income/(expense):
Interest income	1		—
Interest expense	(103)		(107)
Other income/(expense), net	(58)		48
Other income/(expense), net	(160)		(59)
Income before income tax expense	832		833
Income tax expense	165		183
Net income	$	667	$	650
Net income attributable to non-controlling interest	(10)		(4)
Net income attributable to Intercontinental Exchange, Inc.	$	657	$	646
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	1.17	$	1.15
Diluted	$	1.16	$	1.14
Weighted average common shares outstanding:
Basic	561		562
Diluted	564		565

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Net income	$	667	$	650
Other comprehensive income/(loss):
Foreign currency translation adjustments, net of tax benefit of $1 for the three months ended March 31, 2021	(25)		7
Change in equity method investment	—		1


Other comprehensive income/(loss)	(25)		8
Comprehensive income	$	642	$	658
Comprehensive income attributable to non-controlling interest	(10)		(4)
Comprehensive income attributable to Intercontinental Exchange, Inc.	$	632	$	654

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest

(In millions)

(Unaudited)


	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
	Shares	Value		Shares	Value
Balance, as of December 31, 2021	631	$	6	(70)	$	(5,520)	$	14,069	$	14,350	$	(196)	$	39	$	22,748
Other comprehensive loss	—	—		—	—		—		—		(25)		—		(25)

Exercise of common stock options	—	—		—	—		15		—		—		—		15

Repurchases of common stock	—	—		(3)	(475)		—		—		—		—		(475)
Payments relating to treasury shares	—	—		(1)	(69)		—		—		—		—		(69)
Stock-based compensation	—	—		—	—		45		—		—		—		45
Issuance under the employee stock purchase plan	—	—		—	—		24		—		—		—		24

Issuance of restricted stock	2	—		—	—		—		—		—		—		—

Distributions of profits	—	—		—	—		—		—		—		(13)		(13)
Dividends paid to stockholders	—	—		—	—		—		(214)		—		—		(214)


Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(10)		—		10		—
Net income	—	—		—	—		—		667		—		—		667
Balance, as of March 31, 2022	633	$	6	(74)	$	(6,064)	$	14,153	$	14,793	$	(221)	$	36	$	22,703


	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity		Redeemable Non-Controlling Interest
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
	Shares	Value		Shares	Value
Balance, as of December 31, 2020	629	$	6	(68)	$	(5,200)	$	13,845	$	11,039	$	(192)	$	36	$	19,534	$	93
Other comprehensive income	—	—		—	—		—		—		8		—		8		—
Exercise of common stock options	—	—		—	—		3		—		—		—		3		—

Payments relating to treasury shares	—	—		—	(65)		—		—		—		—		(65)		—
Stock-based compensation	—	—		—	—		42		—		—		—		42		—
Issuance under the employee stock purchase plan	—	—		—	—		18		—		—		—		18		—
Issuance of restricted stock	2	—		—	—		—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(11)		(11)		—
Dividends paid to stockholders	—	—		—	—		—		(187)		—		—		(187)		—

Net income/(loss) attributable to non-controlling interest	—	—		—	—		—		(4)		—		6		2		(2)
Net income	—	—		—	—		—		650		—		—		650		—
Balance, as of March 31, 2021	631	$	6	(68)	$	(5,265)	$	13,908	$	11,498	$	(184)	$	31	$	19,994	$	91

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
Operating activities:
Net income	$	667	$	650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	254		255
Stock-based compensation	38		36
Deferred taxes	(86)		(22)


Net losses/(income) from unconsolidated investees	42		(25)
Other	9		15
Changes in assets and liabilities:
Customer accounts receivable	(480)		(303)
Other current and non-current assets	(56)		(108)
Section 31 fees payable	(7)		(84)
Deferred revenue	411		375
Other current and non-current liabilities	(36)		(55)
Total adjustments	89		84
Net cash provided by operating activities	756		734

Investing activities:
Capital expenditures	(36)		(40)
Capitalized software development costs	(67)		(76)
Purchases of invested margin deposits	(651)		(1,140)
Proceeds from sales of invested margin deposits	1,709		1,700


Other	(73)		—


Net cash provided by investing activities	882		444

Financing activities:


Proceeds from/(redemption of) commercial paper, net	256		(343)
Repurchases of common stock	(475)		—
Dividends to stockholders	(214)		(187)
Change in cash and cash equivalent margin deposits and guaranty funds	14,153		1,471
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(69)		(65)



Other	27		12
Net cash provided by financing activities	13,678		888
Effect of exchange rate changes on cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	(1)		(1)
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	15,315		2,065
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period	147,976		83,619
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period	$	163,291	$	85,684

Supplemental cash flow disclosure:

Cash paid for income taxes	$	90	$	131
Cash paid for interest	$	117	$	128

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(In millions)

(Unaudited)


Reconciliation of the components of cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the balance sheet:	As of March 31, 2022		As of March 31, 2021
Cash and cash equivalents	$	638	$	562
Short-term restricted cash and cash equivalents	1,101		1,065
Long-term restricted cash and cash equivalents	405		398
Cash and cash equivalent margin deposits and guaranty funds	161,147		83,659
Total	$	163,291	$	85,684

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1.Description of Business

Nature of Business and Organization

We are a provider of market infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency.

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

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

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

We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

2. Summary of Significant Accounting Policies

Basis of Presentation

We prepared the accompanying unaudited consolidated financial statements 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, 2021. 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 in conformity with U.S. GAAP 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, 2022 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.

We have considered the impacts of the ongoing conflict between Russia, Belarus and Ukraine on our financial statements. As of March 31, 2022, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the extent and duration of this ongoing conflict and the impact that it may have on the global economy and on our business.

Consolidated Statements of Cash Flows Presentation

As of December 31, 2021, we revised our consolidated statements of cash flows to include changes in cash and cash equivalent margin within cash flows from financing activities and changes in invested margin deposits within cash flows from investing activities. This immaterial revision did not have an effect on our previously reported consolidated balance sheets, statements of income, statements of comprehensive income, or statements of changes in equity and redeemable non-controlling interest or the related disclosures. Cash and cash equivalent margin amounts cannot be used to satisfy the Company's operating or other liabilities, as further discussed in Note 12. The following table summarizes the

immaterial revisions to our historical consolidated statements of cash flows for the three months ended March 31, 2021 (in millions):


	Three Months Ended March 31, 2021
	As Previously Presented		Adjustment		As Adjusted
Purchases of invested margin deposits (within investing activities)	$	—	$	(1,140)	$	(1,140)
Proceeds from sales of invested margin deposits (within investing activities)	—		1,700		1,700
Net cash provided by/(used in) investing activities	(116)		560		444
Change in cash and cash equivalent margin deposits and guaranty funds (within financing activities)	—		1,471		1,471
Net cash provided by/(used in) financing activities	(583)		1,471		888
Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	34		2,031		2,065
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period	1,991		81,628		83,619
Cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period	$	2,025	$	83,659	$	85,684

Recently Adopted Accounting Pronouncements

During the three months ended March 31, 2022, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021, or the 2021 Form 10-K.

3. Divestiture

Bakkt Transaction

As discussed in Note 3 to the consolidated financial statements included in Part II, Item 8 of our 2021 Form 10-K, on October 15, 2021, Bakkt Holdings, LLC, or Bakkt, completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC. The newly combined company was renamed Bakkt Holdings, Inc. and is listed on the New York Stock Exchange, or NYSE.

Following the transaction, we held an approximate 68% economic interest in the combined company. As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with the transaction, we hold a minority voting interest in the combined company. Prior to the closing, Bakkt revenues and operating expenses were reported within our consolidated revenues and operating expenses. Following the closing, as a consequence of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt and treat it as an equity method investment within our financial statements.

4. Investments

Equity Investments

Our equity investments, including our investment in Euroclear plc, or Euroclear, 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, or ASU 2016-01. See Note 14 for a discussion of our determination of fair value of our financial instruments.

Investment in Euroclear

We own a 9.8% stake in Euroclear as of March 31, 2022 that we originally purchased for $631 million, and we participate on the Euroclear Board of Directors. Euroclear is a provider of post-trade services, including settlement, central securities depositories and related services for cross-border transactions across asset classes. We classify our investment in Euroclear as an equity investment. As of March 31, 2022, the adjusted fair value of our Euroclear investment was $701 million.

On October 18, 2021, we announced that we had reached an agreement to sell our entire 9.8% stake in Euroclear for €709 million. As a result, the entire carrying value of our Euroclear investment is included in other current assets within our accompanying consolidated balance sheet. The sale is subject to customary closing conditions and regulatory approval.

We did not receive a dividend from Euroclear during the three months ended March 31, 2022. We recognized dividend income of $30 million during the three months ended March 31, 2021 from Euroclear, which is included in other income.

Equity Method Investments

Our equity method investments include the Options Clearing Corporation, or OCC, and Bakkt, among others. Our equity method investments are included in other non-current assets in the accompanying consolidated balance sheet. We carry our equity method investments at cost and assess the carrying value periodically if impairment indicators are present. At the end of each reporting period, we record our share of profits or losses of our equity method investments as equity earnings included in other income. We recognized ($42 million) and $25 million as our share of estimated (losses)/profits, net, from our equity method investments during the three months ended March 31, 2022 and 2021, respectively. The estimated losses during the three months ended March 31, 2022 are primarily related to our investment in Bakkt, and the estimated profits during the three months ended March 31, 2021 are related to our investment in OCC. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.

Investment in OCC

We own a 40% interest in OCC through a direct investment by the NYSE. OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. 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.

Investment in Bakkt

Following Bakkt's October 15, 2021 merger with VIH, we held an approximate 68% economic interest in Bakkt and treat it as an equity method investment (see Note 3). As of March 31, 2022 the carrying value of our Bakkt investment is $1.5 billion.

5. 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 rebates, 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, certain data services, clearing services, mortgage technology services and other revenues. Deferred revenue is our only significant contract liability. See Note 7 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration. 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 are 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. Refer to Note 5 to the consolidated financial statements included in Part II, Item 8 of our 2021 Form 10-K where our primary revenue contract classifications are described in detail.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 15:


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended March 31, 2022:
Total revenues	$	1,643	$	509	$	307	$	2,459
Transaction-based expenses	560		—		—		560
Total revenues, less transaction-based expenses	$	1,083	$	509	$	307	$	1,899

Timing of Revenue Recognition
Services transferred at a point in time	$	634	$	76	$	142	$	852
Services transferred over time	449		433		165		1,047
Total revenues, less transaction-based expenses	$	1,083	$	509	$	307	$	1,899


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended March 31, 2021:
Total revenues	$	1,606	$	468	$	355	$	2,429
Transaction-based expenses	632		—		—		632
Total revenues, less transaction-based expenses	$	974	$	468	$	355	$	1,797

Timing of Revenue Recognition
Services transferred at a point in time	$	561	$	60	$	221	$	842
Services transferred over time	413		408		134		955
Total revenues, less transaction-based expenses	$	974	$	468	$	355	$	1,797

The Exchanges segment revenues above include $214 million and $207 million of data services revenues for the three months ended March 31, 2022 and 2021, respectively. Fixed Income and Data Services segment revenues above include $422 million and $399 million of data services revenues for the three months ended March 31, 2022 and 2021, respectively. Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

The Exchanges segment revenues above also include $129 million and $113 million for the three months ended March 31, 2022 and 2021, respectively, of services transferred over time related to listings, as well as $76 million and $66 million for the three months ended March 31, 2022 and 2021, respectively, for services transferred over time related to risk management of open interest performance obligations. In addition, the Exchanges segment revenues include $30 million and $27 million for the three months ended March 31, 2022 and 2021, respectively, of services transferred over time related to regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues above also include $11 million and $9 million for the three months ended March 31, 2022 and 2021, respectively, for services transferred over time related to risk management of open interest performance obligations, primarily in our CDS business.

The Mortgage Technology segment revenues transferred over time in the table above primarily relate to our origination technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied, and to a lesser extent, professional services revenues.

6. Goodwill and Other Intangible Assets

The following is a summary of the activity in the goodwill balance for the three months ended March 31, 2022 (in millions):


Goodwill balance at December 31, 2021	$	21,123
Acquisitions	32
Foreign currency translation	(11)
Other activity, net	(3)
Goodwill balance at March 31, 2022	$	21,141

The following is a summary of the activity in the other intangible assets balance for the three months ended March 31, 2022 (in millions):


Other intangible assets balance at December 31, 2021	$	13,736


Foreign currency translation	(10)

Amortization of other intangible assets	(153)
Other activity, net	3
Other intangible assets balance at March 31, 2022	$	13,576

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. The changes in other activity, net, in the table above primarily relate to adjustments to the fair value of the net tangible and intangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill. We have performed an analysis of impairment indicators and did not recognize any impairment losses on goodwill or other intangible assets during the three months ended March 31, 2022.

7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $695 million as of March 31, 2022, including $589 million in current deferred revenue and $106 million in other non-current liabilities. The changes in our deferred revenue during the three months ended March 31, 2022 are as follows (in millions):


	Annual Listings Revenues		Original Listings Revenues		Other Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at December 31, 2021	$	—	$	19	$	93	$	93	$	79	$	284
Additions	419		26		27		186		26		684
Amortization	(108)		(9)		(12)		(112)		(32)		(273)
Deferred revenue balance at March 31, 2022	$	311	$	36	$	108	$	167	$	73	$	695

The changes in our deferred revenue during the three months ended March 31, 2021 are as follows (in millions):


	Annual Listings Revenues		Original Listings Revenues		Other Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at December 31, 2020	$	—	$	13	$	92	$	95	$	59	$	259
Additions	377		9		24		175		19		604
Amortization	(96)		(6)		(12)		(105)		(10)		(229)
Deferred revenue balance at March 31, 2021	$	281	$	16	$	104	$	165	$	68	$	634

Included in the amortization recognized during the three months ended March 31, 2022 is $73 million related to the deferred revenue balance as of December 31, 2021. Included in the amortization recognized for the three months ended March 31, 2021 is $62 million related to the deferred revenue balance as of December 31, 2020. As of March 31, 2022, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 5.

8. Debt

Our total debt, including short-term and long-term debt, consisted of the following (in millions):


	As of March 31, 2022		As of December 31, 2021
Debt:
Short-term debt:
Commercial Paper	$	1,268	$	1,012

2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	500		499
Other short-term debt	9		10
Total short-term debt	1,777		1,521
Long-term debt:

2023 Senior Notes (0.70% senior unsecured notes due June 15, 2023)	998		997
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	399		399
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	798		797
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,246		1,246
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	497		497
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	594		594
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,235		1,234
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,483		1,483
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,230		1,230
2048 Senior Notes (