Edgar Filing: Intercontinental Exchange, Inc.

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K




(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2015
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 (Zip Code)
(Address of principal executive offices)

(770) 857-4700

Registrant’s telephone number, including area code

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



Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	New York Stock Exchange

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Annual Report on Form 10-K or any amendment to this Form 10-K. þ

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




Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨

		(Do not check if a smaller company)

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

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $24,399,732,198. As of February 2, 2016, the number of shares of the registrant’s Common Stock outstanding was 118,887,696 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the registrant’s Proxy Statement for the 2016 Annual Meeting of Stockholders is incorporated herein by reference in Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year to which this report relates.

Intercontinental Exchange, Inc.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2015

TABLE OF CONTENTS




Item Number		Page Number
	PART I
1.	Business	4
1(A).	Risk Factors	19
1(B).	Unresolved Staff Comments	31
2.	Properties	31
3.	Legal Proceedings	32
4.	Mine Safety Disclosure	32

	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
6.	Selected Financial Data	35
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
7(A).	Quantitative and Qualitative Disclosures About Market Risk	69
8.	Financial Statements and Supplementary Data	72
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	131
9(A).	Controls and Procedures	131
9(B).	Other Information	131

	PART III
10.	Directors, Executive Officers and Corporate Governance	131
11.	Executive Compensation	133
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	133
13.	Certain Relationships and Related Transactions, and Director Independence	133
14.	Principal Accountant Fees and Services	133

	PART IV
15.	Exhibits, Financial Statement Schedules	133
SIGNATURES		135
INDEX TO EXHIBITS		137

PART I

We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity and financial markets. We were previously known as IntercontinentalExchange Group, Inc. and changed our name to Intercontinental Exchange, Inc., a Delaware corporation, on June 2, 2014. We were organized on March 6, 2013 as a direct, wholly-owned subsidiary of Intercontinental Exchange Holdings, Inc. (formerly known as IntercontinentalExchange, Inc.) for the purpose of effecting our acquisition of NYSE Holdings LLC (formerly known as NYSE Euronext Holdings LLC), or NYSE, which occurred on November 13, 2013. Upon the completion of the acquisition, Intercontinental Exchange Holdings, Inc. and NYSE each became our wholly-owned subsidiaries. The NYSE acquisition was treated as a purchase business combination for accounting purposes, with Intercontinental Exchange, Inc. designated as the acquirer. As such, the historical financial statements of IntercontinentalExchange, Inc. have become the historical financial statements of Intercontinental Exchange, Inc. IntercontinentalExchange, Inc., our predecessor entity, was established in May 2000.

In this Annual Report on Form 10-K, or Annual Report, and unless otherwise indicated, the terms “Intercontinental Exchange”, “ICE”, “we”, “us”, “our”, “our company”, and “our business” refer to Intercontinental Exchange, Inc. together with its consolidated subsidiaries. References to ICE products mean products listed on one or more of our markets.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. Due to rounding, figures in tables may not sum exactly. All references to “options” or “options contracts” in the context of our futures products refer to options on futures contracts.

Forward-Looking Statements

This Annual Report, including the sections entitled “Business”, “Legal Proceedings,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains forward-looking statements that are based on our beliefs and assumptions and information currently available to us. You can identify these statements by terminology such as “may,” “will,” “should,” “could,” “would,” “targets,” “goal,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the antonyms of these terms or other comparable terminology.

Forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance, cash flows, financial position or achievements to differ materially from those expressed or implied by these statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Accordingly, we caution you not to place undue reliance on any forward-looking statements we may make.

Forward-looking statements and other factors that may affect our performance include, but are not limited to, those listed below:


•	conditions in global financial markets and domestic and international economic conditions;


•	volatility in commodity prices, equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices and foreign exchange rates;


•	the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation;


•	continued high renewal rates of subscription-based data revenues;


•	the impact of the introduction of or any changes in laws, regulations, rules or government policy with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements;


•	our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances;


•	our ability to continue to realize the synergies and benefits of our acquisitions within the expected time frame, and to integrate acquired operations with our business;


•	the success of our clearing houses and our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;


•	the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans;


•	the performance and reliability of our other technologies and those of third party service providers, including our ability to keep pace with technological developments and ensure that the technology we utilize is not vulnerable to security risks or other disruptive events;


•	the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and fund our operational and capital expenditure needs;


•	our ability to identify trends and adjust our business to benefit from such trends;


•	our ability to maintain existing market participants and attract new ones, and to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;


•	our ability to attract and retain key talent;


•	our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and


•	potential adverse results of threatened or pending litigation and regulatory actions and proceedings.

These risks and other factors include, among others, those set forth in Item 1(A) under the caption “Risk Factors” and elsewhere in this Annual Report, as well as in other filings we make with the Securities and Exchange Commission, or SEC. Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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

ITEM 1. BUSINESS

Our Business

We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity and financial markets. We operate regulated marketplaces for trading and clearing a broad array of derivatives and securities contracts across major asset classes, including energy and agricultural commodities, interest rates, equities, equity derivatives, credit derivatives, bonds and currencies. We support customers from end-to-end; from pre-trade to execution, clearing, data services and technology. With global markets, data and clearing services, we are strategically located where our customers do business around the world.

Our exchanges include futures exchanges in the United States, or U.S., United Kingdom, or U.K., continental Europe, Canada and Singapore and cash equities exchanges and equity options exchanges in the U.S. We operate over-the-counter, or OTC, markets for physical energy and credit default swaps, or CDS. We operate central counterparty clearing houses serving the global derivatives markets in the U.S., U.K., continental Europe, Canada and Singapore. In addition, we offer a range of data and connectivity services to our global financial and commodity markets and clearing houses. Following our December 2015 acquisition of Interactive Data Holdings Corporation, or Interactive Data, our suite of data products includes an expanded range of fixed income pricing and reference data, analytics and trading service offerings. Through our trading, clearing, listings, data services and post-trade platforms, we bring together buyers and sellers by offering liquid markets, benchmark products, access to capital markets, information, and a range of related services to support market participants’ investing, risk management and capital raising activities.

Our business is currently conducted as a single reportable business segment and the majority of our identifiable assets are located in the U.S. and the U.K., and to a lesser extent, continental Europe, Asia, Israel and Canada. For a summary of our revenues, net assets and net property and equipment by geographic region, see note 18 to our consolidated financial statements included in this Annual Report.

Derivatives Exchanges

Our derivatives markets provide a means for trading and managing risks associated with price volatility, securing physical delivery of certain commodities, as well as enabling investment, asset allocation and diversification. The majority of our commodity contract volume is settled based upon the difference between the contract price and the value of the underlying commodity at contract expiry rather than through physical delivery of the commodity or financial instrument itself (commonly referred to as cash or financially-settled). Our futures contracts are cleared through one of our central clearing houses.

We conduct our derivatives business through the following regulated exchanges:

•

ICE Futures Europe is a leading exchange for futures and options contracts based on energy and agricultural commodities, interest rates, equity derivatives and emissions. Its members and market participants include many of the world’s largest financial institutions, investment fund asset managers, energy companies, commercial energy consumers and other end users. ICE Clear Europe clears contracts traded on ICE Futures Europe.


•	ICE Futures U.S. is a leading global futures and options exchange that lists futures and options for agricultural and energy commodities, equity indices, currencies, credit and precious metals. ICE Clear Europe clears the energy contracts traded on ICE Futures U.S. and ICE Clear U.S. clears all other contracts traded on ICE Futures U.S.


•	ICE Futures Canada is Canada’s leading agricultural futures and options exchange. It offers futures and options contracts on canola, milling wheat, durum wheat and barley. ICE Clear Canada clears contracts traded on ICE Futures Canada.


•	ICE Endex is a leading continental European energy exchange providing regulated markets for natural gas and power derivatives, gas balancing markets and gas storage services and is based in Amsterdam, the Netherlands. We own a majority stake of ICE Endex, with NV Netherlands Gasunie, or Gasunie, holding a minority stake. ICE Clear Europe provides clearing for ICE Endex.


•	ICE Futures Singapore, formerly Singapore Mercantile Exchange, launched in November 2015 and operates futures markets in Singapore across energy, gold and foreign exchange commodities. ICE Clear Singapore provides clearing for ICE Futures Singapore.


•	NYSE Amex Options is a U.S. equity options exchange that offers order execution through a hybrid model (both electronic and via open outcry on our trading floor adjoining the New York Stock Exchange) in approximately 2,800

options issues. In June 2015, we purchased the remaining 16% of shares outstanding from external investors and now own 100% of NYSE Amex Options.


•	NYSE Arca Options is also a U.S. equity options exchange that offers order execution through a hybrid model, with both electronic trading and trading via our trading floor in San Francisco. NYSE Arca Options offers trading in approximately 2,900 options issues.

OTC Markets

Our OTC markets include both regulated and unregulated platforms for the execution of cleared and bilateral, or non-cleared, CDS instruments and bilateral energy contracts. ICE Swap Trade, Creditex Group and its subsidiaries (collectively, "Creditex") and Creditex Brokerage provide trade execution in our CDS business and are authorized and regulated by the Commodity Futures Trading Commission, or CFTC. We list financially settled bilateral energy contracts on ICE Swap Trade and offer electronic trading on our physically settled North American natural gas, power, and global crude and refined oil products.

Clearing Houses

We operate clearing houses, each of which acts as a central counterparty (meaning we become the buyer to every seller and the seller to every buyer). 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 certain of our clearing houses clear contracts traded outside of our execution venues. Our clearing houses are:


•	ICE Clear Europe clears ICE Futures Europe and ICE Endex futures contracts for interest rates, equity indices, energy and agriculture products, as well as energy futures contracts made available for trading at ICE Futures U.S. ICE Clear Europe also clears OTC European CDS instruments;


•	ICE Clear U.S. clears ICE Futures U.S. soft commodity, currency, metals, credit and domestic and global equity index futures contracts;


•	ICE Clear Credit clears North American, European and Emerging Market CDS instruments;


•	ICE Clear Canada clears ICE Futures Canada agricultural futures contracts;


•	ICE Clear Netherlands clears Dutch equity options; and


•	ICE Clear Singapore clears ICE Futures Singapore mini commodity contracts and foreign exchange, or FX.

We previously operated another clearing house, The Clearing Corporation, or TCC. TCC provided clearing services for ICE Futures U.S., which included mini-sized, financially settled versions of current ICE Futures U.S. contracts. TCC has ceased clearing contracts and its last clearing activity occurred on February 2, 2015. As a result of such inactivity, pursuant to CFTC regulations, TCC became a dormant derivatives clearing organization, or DCO, on February 3, 2016.

Securities Trading and Listings

We operate three securities exchanges for the trading of cash equities, including exchange traded products, or ETPs, fixed income securities and securities options. One of the primary functions of these markets is to ensure that orders to purchase and sell securities are executed in a fair, orderly and efficient manner. In addition, through our listings operations, we offer corporate and ETP issuers access to the U.S. capital markets.

We conduct our securities trading and listings business through the following exchanges and marketplaces:

•

The New York Stock Exchange is a leading global cash equity exchange. It is the leading equity exchange for initial public offerings, or IPOs, globally, and enables companies seeking to raise capital to become publicly listed through the IPO process upon meeting exchange listing standards. In addition to common stocks, preferred stocks and warrants, the New York Stock Exchange, or NYSE lists structured products, such as capital securities and mandatory convertible securities.

•

NYSE MKT, formerly NYSE Amex and prior to that the American Stock Exchange, became part of NYSE Group, Inc., or NYSE Group, in 2008. It is our U.S. listing venue for emerging growth companies. NYSE MKT supports growth companies which benefit from a fully integrated trading platform that uses a model similar to the New York Stock Exchange. NYSE MKT provides a listing venue for a broader range of companies than are qualified for listing on the New York Stock Exchange. NYSE MKT also lists and trades securities options.


•	NYSE Arca offers listing and trading of more than 8,000 listed securities, including listings on the New York Stock Exchange, Nasdaq, Inc. and BATS Global Markets, Inc., or BATS. NYSE Arca is the leading listing and trading platform for ETPs, which include exchange traded funds, or ETFs and exchange traded notes. NYSE Arca also lists and trades securities options.

Data Services

Our data business currently spans nine asset classes across the eleven exchanges and six clearing houses we operate, including the NYSE Group and ICE Futures exchanges. We offer data services across all of our markets, including data services that compile, analyze and distribute data across non-exchange traded markets. The diversity and quality of our market data together with technology and connectivity, support market liquidity and price discovery. Our primary data service fees include the provision of real-time information relating to price, transaction and order data of the instruments traded on our exchanges. We also receive fees from Secured Financial Transaction Infrastructure, or SFTI, a physical network that connects our markets and other market centers to consolidated data feeds, as well as fees from analytical and valuation services. We also offer pricing and valuation services for benchmarks, ETFs and a range of financial derivatives and clearing house positions. Specifically, we administer the LIBOR, Gold Price and ICE Swap Rate (formerly known as ISDAFIX) benchmarks through ICE Benchmark Administration, or IBA.

On December 11, 2015, we completed our acquisition of Trayport and on December 14, 2015, we completed our acquisition of Interactive Data. Trayport is a software company that licenses its technology to serve exchanges, OTC brokers and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. This acquisition enables us to provide new technology and software-related services to our energy customers. Interactive Data is a leading provider of financial market data, analytics and related trading solutions, and strengthens our ability to meet global demand for financial data and analysis.

We intend to continue to expand our data offerings across our asset classes, exchanges and clearing houses in order to better serve the needs of our customers. For additional information about our current data service offerings, see "Our Products and Services" below.

History

Intercontinental Exchange, Inc., through its predecessor companies, was established in May 2000. Our mission was to serve the OTC energy markets by providing a transparent, accessible, around-the-clock electronic trading platform to a previously fragmented and opaque market structure. Through the ICE platform, we offered the energy trading community price transparency, efficiency, liquidity and lower transaction costs than were available through traditional methods of trade execution, such as voice brokered or open outcry futures markets.

In June 2001, we expanded into the futures markets by acquiring ICE Futures Europe, formerly the International Petroleum Exchange of London. In 2002, we were first to develop cleared OTC energy products for the industry. In addition, ICE Data was formed in 2002 to meet the demand for market data in the energy markets. We launched ICE Clear Europe in November 2008

In November 2005, we completed our IPO on the New York Stock Exchange under the ticker symbol “ICE” and have since become a member of the Russell 1000 and the S&P 500 indexes.

In January 2007, we acquired ICE Futures U.S., formerly the New York Board of Trade. Following the introduction of electronic futures trading in 2007, ICE Futures U.S. transitioned from a fully floor-based futures exchange to an electronic futures exchange. In August 2007, we acquired ICE Futures Canada, formerly the Winnipeg Commodity Exchange, which is the largest canola futures market.

In August 2008, we acquired Creditex, a leading interdealer broker for the execution and processing of credit derivatives. We launched ICE Clear Credit in March 2009. In July 2010, we acquired Climate Exchange plc, or CLE, an operator of environmental markets in the U.S. and Europe.

In March 2013, we acquired 79% of the derivatives and spot business of the energy exchange ICE Endex, formerly APX-ENDEX. The trade execution and clearing of ICE Endex derivatives products have transitioned to our trading platform and to ICE Clear Europe.

In November 2013, we acquired NYSE. This transaction added new asset classes and products to our portfolio including interest rates, commodities, equity derivatives, equity options, cash equities and the license to administer LIBOR.

In February 2014, we acquired ICE Futures Singapore and ICE Clear Singapore, formerly the Singapore Mercantile Exchange and Singapore Mercantile Exchange Clearing Corporation. In December 2014, we acquired a seventy-five percent

ownership stake in ICE Clear Netherlands, formerly Holland Clearing House, a derivatives clearing house based in Amsterdam that clears Dutch equity options. The acquisitions added a continental European and an Asian footprint to our global network of markets and clearing houses.

In October 2014, we acquired SuperDerivatives and in December 2015, we acquired Interactive Data, both leading global providers of financial market data, analytics and related solutions. Also in December 2015, we acquired Trayport, which is a software company that licenses its technology to serve brokers, exchanges and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. These acquisitions are intended to accelerate our multi-asset class clearing, risk management and market data strategy. In November 2015, we launched ICE Futures Singapore and ICE Clear Singapore.

Our Competitive Strengths and Competition

Competitive Strengths

We are a leading operator of global equities, options and futures exchanges, derivative clearing houses, data services and post-trade services. We operate leading markets in the asset classes in which we compete, including securities, cash equities, equity options, futures and OTC markets. We believe our key strengths include our:


•	diverse liquid, global equity and derivatives markets across 11 regulated exchanges;


•	secure central counterparty clearing houses and risk management for our global markets;


•	global data services including real-time data, analytics, valuation and connectivity services across multiple asset classes for futures and OTC markets;


•	leading global equity listings and trading venues; and


•	widely-distributed, leading edge technology for trading, clearing, data and trade processing.

Our regulated exchanges and platforms offer qualified market participants access to our markets, covering a range of categories, including interest rates, equities, energy, agricultural, metals, equity index, environmental, currencies, and U.S. equity options. By offering multiple markets and products we provide our participants with flexibility to implement their trading and risk management strategies across a variety of asset classes. We operate across multiple geographies and serve customers in dozens of countries as a result of listing products that are globally relevant.

Many of our futures contracts serve as global benchmarks for managing risk relating to exposure to price movements in the underlying products, including financial, energy and agricultural commodities. For example, we operate the leading market for trading in ICE Brent crude oil futures, as measured by the volume of contracts traded in 2015 according to the Futures Industry Association. The ICE Brent Crude futures contract is the leading benchmark for pricing light, sweet crude oil produced and consumed outside of the U.S. It is part of the Brent complex, which forms the price reference for approximately two-thirds of the world’s internationally-traded physical crude oil. Based on 2015 contract volume, approximately half of the world’s crude and refined oil futures contracts were traded through ICE Futures Europe. In 2015, open interest in Brent surpassed open interest in Nymex West Texas Intermediate, or WTI. In addition, we operate a leading market for short-term European interest rates contracts, with our principal contracts based on implied forward rates on European Money Markets Institute Euribor rates. We also offer a short-term Sterling contract based on the ICE LIBOR rate, as well as leading agricultural benchmark contracts, including sugar, cocoa, cotton, coffee and canola, which serve as global price benchmarks.

We offer a range of central clearing and related risk management services to promote the liquidity and security of our markets. The credit and performance assurance provided by our clearing houses to clearing members substantially reduces counterparty risk and is a critical component of our exchanges’ identities as reliable and secure marketplaces for global transactions. We believe the services offered by our clearing houses are a competitive advantage and attract market participants to our exchanges. Our clearing houses are designed to protect the financial integrity of our markets by maintaining collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk.

We are a leading global data provider and offer a range of data services based on data from our exchanges, analytic, valuation and benchmark services as well as connectivity services. We acquired SuperDerivatives and Interactive Data to expand our data offerings based on rising demand for data which is being driven by regulation, market fragmentation, indexation and increased automation. We provide data to global financial institutions, commodity producers and consumers across virtually all asset classes and many of the products and services we sell are required for our clients’ business operations regardless of market volatility or shifts in business profitability levels. Our data connectivity services include the SFTI network, which we operate out of data centers in the U.S. and Europe.

We operate the leading global listings and trading venues for equities and offer our customers access to the capital markets in the U.S. Our various listing venues allow companies to list domestic and international equity securities, corporate structured products, convertible bonds, trackers and debt securities. In 2015, NYSE was the global leader in capital raising for the fifth consecutive year, with $137 billion raised in total IPO proceeds and follow-on offerings, including leading in U.S. technology company IPOs.

Our leading edge technology infrastructure provides centralized and direct access to trade execution, processing and clearing for a variety of derivatives and financial products. We operate the majority of our interest rate, energy, agricultural and financial markets on our electronic trading platforms. Our trading platforms have enabled us to attract significant liquidity from traditional market participants, as well as new market entrants seeking the access, efficiency and ease of execution offered by electronic trading. We develop and maintain our own clearing systems across our clearing houses.

Competition

The execution markets in which we operate are global and highly competitive. We face competition in all aspects of our business from a number of different enterprises, both domestic and international, including traditional exchanges, electronic trading platforms, data vendors and voice brokers. We believe we compete on the basis of a number of factors, including:

•depth and liquidity of markets;

•price transparency;

•reliability and speed of trade execution and processing;

•technological capabilities and innovation;

•breadth of products and services;

•rate and quality of new product developments;

•quality of service;

•distribution and ease of connectivity;

•mid- and back-office service offerings, including differentiated and value-added services;

•transaction costs; and

•reputation.

We believe that we compete favorably with respect to these factors, and that our deep, liquid markets, breadth of product offerings, new product development, and efficient, secure settlement, clearing and support services distinguish us from our competitors. We believe that in order to maintain our competitive position, we must continue to develop new and innovative products and services, enhance our technology infrastructure, maintain liquidity and offer competitive transaction costs.

In our derivatives markets, certain exchanges replicate our futures contracts. For example, CME Group competes with our exchanges on agricultural and energy commodities, currency and equity index contracts. We also compete with Nasdaq Futures, Inc., or NFX, which is an energy futures exchange operated by Nasdaq. We compete in interest rates and equity derivatives with Eurex, which is the derivatives exchange operated by Deutsche Börse, and NLX, which is a U.K. based multi-lateral trading facility operated by Nasdaq.

In addition to competition from derivative exchanges that offer commodity products, we also face competition from other exchanges, electronic trading systems, third-party clearing houses and technology firms. Additional ventures could form, or have been formed, to provide services that could potentially compete with certain services that we provide.

We compete with voice brokers active in the credit derivatives markets, other electronic trading platforms for derivatives, clearing houses and market data vendors. ICE Swap Trade, Creditex and Creditex Brokerage compete with other swap execution facilities and large inter-dealer brokers in the credit derivatives market.

We face significant competition with respect to equities trading, and this competition is expected to remain intense. Our current and prospective competitors include regulated markets, electronic communication networks, dark pools and other alternative trading systems, market makers and other execution venues. We also face competition from large brokers and customers that may assume the role of principal and act as counterparty to orders originating from retail customers, or by matching their respective order flows through bilateral trading arrangements, including through internalization of order flow.

Our principal competitor for listings in the U.S. is Nasdaq OMX Group, Inc., or Nasdaq OMX, as well as BATS. We also face competition for foreign issuer listings from a number of stock exchanges outside the U.S., including the London Stock Exchange, Deutsche Börse, Euronext and stock exchanges in Hong Kong and Toronto. As other liquidity venues seek exchange status, we may face more competition for listings.

NYSE Arca and NYSE Amex Options face considerable competition in the equity options markets. Their principal U.S. competitors are the Chicago Board Options Exchange, Inc., or CBOE, the International Securities Exchange Holdings, Inc., BATS and Nasdaq OMX.

Competition within our Interactive Data Pricing and Reference Data business includes in-house sources, such as a firm’s trading desk, and existing information purchased or obtained for other purposes or through informal industry relationships and sources, such as broker quotes, as well as third-party information providers. The main third-party competitors with respect to our evaluated pricing and reference data offerings, as well as our trading solutions business include large global suppliers of financial and business news and financial market data such as Bloomberg L.P. and Thomson Reuters Corporation. Additionally, we have specialized competitors in structured products, derivatives and other complex securities.

Our Growth Strategy

Throughout our history, we have expanded our core exchange, clearing and data businesses both organically and through acquisitions, developed innovative new products for global markets, and provided services to a larger and more diverse participant base. In addition, we have completed a number of strategic alliances to leverage our core strengths and grow our business. We seek to advance our leadership position in our markets by focusing our efforts on the following key strategies for growth:


•	expand our data offerings;


•	expand on our extensive clearing, trading and risk management capabilities;


•	maintain leadership in our listing businesses;


•	enhance our technology infrastructure and increase distribution; and


•	pursue select acquisitions and strategic relationships.

The record consolidated revenues and trading volume we achieved in 2015 reflect our focus on the implementation and execution of our long-term growth strategy.

Expand our Data Offerings

With the growth of our ICE derivatives and NYSE equity markets, we have strengthened and enhanced our data services offerings for customers. In December 2015, we acquired Interactive Data, which builds on our global market data growth strategy by expanding the markets we serve, adding technology platforms, and adding new data and valuation services. Interactive Data is one of the leading providers of financial data, serving the mutual fund, bank, asset management, hedge fund, securities and financial instrument processing and administration sectors. Interactive Data currently produces daily evaluated prices for more than 2.6 million fixed income securities and other hard-to-value instruments and has an array of additional capabilities in financial market data, analytics and related services that we intend to leverage to enable faster product development and additional data services in response to customer demand. Following this acquisition, we will be able to offer customers efficiencies in accessing data on an integrated platform while serving the growing demand for data, analysis, valuation and connectivity globally.

Also in December 2015, we acquired Trayport. Trayport is a software company that licenses its technology to serve brokers, exchanges and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. This transaction enables us to provide new technology and software-related services to our energy customers.

In addition, our October 2014 acquisition of SuperDerivatives has accelerated our multi-asset class clearing, risk management and market data strategy as a leading provider of risk management analytics, financial market data and valuation services.

We will continue to look for strategic opportunities to grow our data offerings and will also continue to pursue opportunities in markets we do not currently serve.

Expand on Our Extensive Clearing, Trading and Risk Management Capabilities

By acquiring, building and maintaining our own geographically diverse clearing operations, we are able to respond to market demand for central clearing and related risk management services. We now manage all of our clearing operations, including our product development cycle and risk management systems, and are better able to introduce products and services that our customers require in a timely manner. As new markets evolve, we intend to leverage our domain knowledge in clearing to meet additional demand for clearing.

Our derivatives customer base has grown and diversified as a result of several drivers. We continue to add new participants to our markets, which bring additional demand for new products and services. In addition, the use of hedging, trading and risk management programs by commercial enterprises continues to rise based on the availability of technology to deliver more products, as well as the security and the capital efficiencies offered by clearing. We develop new products where possible, but have also increased our capabilities through acquisitions of companies and intellectual property.

Finally, the advent of regulatory reform increasingly requires the use of clearing and related post-trade services such as independent data providers and benchmark services. We intend to continue to expand our customer base by leveraging our existing relationships and our global sales and marketing team to promote participation in our markets, and by expanding our range of products and services.

Maintain Leadership in our Listing Businesses

In our NYSE listings business, we will continue to focus on enhancing our product offerings and services to retain and attract companies of all sizes and industries to our listing venues. In 2015, demand for our listing services continued to be strong in terms of new listings and secondary offerings. A total of 115 new issuers listed their securities on NYSE markets in 2015 and there are over 2,400 total companies listed on the New York Stock Exchange and NYSE MKT. NYSE was the leader in capital raising in 2015 with $137 billion raised in 397 offerings. The New York Stock Exchange listed 59 IPOs in 2015 raising total IPO proceeds of $19 billion, including the largest U.S. IPO of 2015, and also led in technology IPOs for the fourth consecutive year. In the last three years, the NYSE has listed 18 of the 20 largest IPOs.

Enhance Our Technology Infrastructure and Increase Distribution

We develop and maintain our own network infrastructure, electronic trading platform and clearing systems to ensure the delivery of leading-edge technology that meets our customers’ demands for price transparency, reliability, risk management and transaction efficiency. We intend to continue to increase ease of access and connectivity with our existing and prospective market participants. We develop and maintain our trading and clearing systems, as well as many post-trade systems such as ICE Link and ICE Trade Vault, among others. We are developing a new integrated trading platform and matching engine known as NYSE Pillar for the five U.S. cash equities and equity options markets to improve performance and reduce the cost and complexity of operating multiple equity and options trading systems. We also operate the SFTI network, which connects customers to global exchanges and content service providers via dedicated data circuits.

Pursue Select Acquisitions and Strategic Relationships

As an early consolidator in global markets, we intend to continue to explore and pursue acquisitions and other strategic opportunities to strengthen our competitive position globally, broaden our product offerings and services for our customers, and support the growth of our company while maximizing shareholder value as measured by return on invested capital, earnings and cash growth. We may enter into business combinations, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. In addition to growing our business, we may enter into these transactions for a variety of reasons, including leveraging our existing strengths to enter new markets, expanding our products and services, addressing underserved markets, advancing our technology, anticipating or responding to regulatory change, or taking advantage of new developments and potential changes in our industry.

Our Products and Services

The primary services we provide are trade execution, listings, price discovery and transparency, trade processing and repositories, clearing, benchmark administration and data. As a result of our acquisition of Interactive Data, we expect our market data services to become a more prominent part of our business. Trading in our regulated markets is available to our members and market participants. Once trades are executed on our derivatives platforms, they are matched and forwarded to a trade registration system that routes them to the applicable clearing house. In our clearing houses, derivatives trades are maintained by our risk management systems until the positions are settled and closed. Our exchanges are regulated and are responsible for carrying out self-regulatory functions and have governance, compliance, surveillance and market supervision functions. The following provides a summary of our products and services:

Energy Futures Contracts

We operate regulated markets for energy futures contracts and options on those contracts through our subsidiaries ICE Futures Europe, ICE Futures U.S. and ICE Futures Singapore. Our core products include contracts based on crude and refined oil, natural gas, power, emissions, coal, freight, iron ore and natural gas liquids. In aggregate, we make available for trading over 1,100 energy futures contracts. Our largest energy contract is the ICE Brent crude futures contract. The contract is a derivative of the ICE Brent Index, which is based on trades in the forward physical market for blends of light, sweet crude oil that originate from oil fields in the North Sea that comprise the Brent, Forties, Oseberg, Ekofisk, or BFOE, complex as well as other oil fields that have been added in recent years. The Brent complex, which includes ICE Brent crude futures, is a group of related benchmarks used to price a range of traded oil

products, including approximately two-thirds of the world’s internationally-traded crude oil. The ICE Low Sulphur Gasoil futures contract is a European diesel oil contract that offers physical delivery and serves as a middle distillate pricing benchmark for refined oil products, particularly in Europe and Asia. We also operate the world’s second largest market for trading in WTI crude oil futures, as measured by the volume of contracts traded in 2015 according to the Futures Industry Association. The WTI Crude futures contract is the benchmark for pricing U.S. crude. Roughly half of the global crude oil futures market traded at ICE during 2015. ICE also operates markets for North American natural gas and power futures and bilateral contracts, and European and U.K. natural gas futures contracts.

Agricultural Futures Contracts

ICE Futures U.S. and ICE Futures Europe are our regulated, leading commodity futures exchanges for the trading of agricultural commodities. The prices for our agricultural contracts serve as global benchmarks for the physical commodity markets, including Sugar No. 11® (world raw sugar), white sugar, Coffee “C”® (Arabica coffee), robusta coffee, Cotton No. 2® (cotton), U.S. and London cocoa and frozen concentrated orange juice.

ICE Futures Canada is the only regulated commodity futures exchange in Canada and it facilitates the trading of futures and options on futures contracts for canola, milling wheat, durum wheat and barley. ICE Futures Canada contracts are designed to provide effective pricing, trading and hedging tools to market participants worldwide. ICE Futures Canada’s canola futures contract is the worldwide price benchmark for canola.

Financial Futures Contracts

ICE Futures Europe makes available for trading a range of financial futures products, including interest rate, equity index, and currency derivative products. Core products are short-term interest rate, or STIR, contracts, with its principal STIR contracts based on implied forward rates denominated in euro and sterling, such as Euribor, short-term Sterling and Gilt contracts, as well as U.S. rates including Eurodollar and GCF repo futures. In addition, we introduced approximately 50 new interest rate products in 2015 that further extend the duration of our interest rate offerings into medium and long-term rates across European markets.

ICE Futures U.S. offers financial products in currency, equity index and credit index markets, including futures and options contracts on Russell indexes and futures on certain MSCI indices. We entered into a licensing agreement with MSCI, Inc. and retain certain exclusive rights with respect to 540 MSCI equity indices, most notably the Emerging Markets and EAFE indices, for the remainder of the licensing term.

ICE Futures U.S. lists futures and options contracts for approximately 60 currency pair contracts including euro-based, U.S. dollar-based, yen-based, sterling-based and other cross-rates, as well as the benchmark U.S. Dollar Index (USDX®) futures contract.

Securities Products and Listings

We offer securities trading products and listings through our exchanges the New York Stock Exchange, NYSE MKT and NYSE Arca. We provide multiple marketplaces for investors, broker-dealers and other market participants to meet directly to buy and sell equities, fixed income securities and ETPs. One of the primary functions of our markets is to ensure that orders to purchase and sell securities are executed in a reliable, orderly, liquid and efficient manner.

Through our various listing venues, we offer our customers access to the capital markets in the U.S. We allow companies to list domestic and international equity securities, corporate structured products, convertible bonds, ETPs and bonds.

Credit Derivatives Products

We offer electronic and voice brokered trade execution for CDS instruments through Creditex Brokerage, which is authorized and regulated by the Financial Conduct Authority, or FCA, and Creditex, our U.S. based interdealer broker, which is regulated by the CFTC and SEC. ICE Swap Trade provides electronic execution for the OTC credit markets. We offer clearing services for the CDS markets through ICE Clear Europe and ICE Clear Credit. Both CDS clearing houses are open-access and therefore accept qualifying trades for clearing that are executed on other venues.

CDS are derivative instruments that involve a credit risk transfer between counterparties with respect to fixed income instruments such as corporate and sovereign debt securities. CDS are mainly used to hedge against credit risk exposure related to a particular reference entity for a specified debt obligation or debt instrument.

We also operate ICE Link, which is an automated trade workflow and electronic connectivity platform for affirming credit derivatives transactions. It also provides connectivity between participants, facilitating straight-through processing to the Depository Trust & Clearing Corporation’s Trade Information Warehouse for non-cleared CDS transactions or to a clearing house for CDS transactions that are clearing eligible.

OTC Energy Products

Our OTC energy markets comprise the trading of bilateral energy contracts. We operate our financially settled bilateral energy markets through ICE Swap Trade and we offer electronic trading of contracts based on physically settled natural gas, power and refined oil products through ICE U.S. OTC Commodity Markets.

As of December 31, 2015, approximately 500 OTC energy contracts were listed on our electronic trading platform and are available for bilateral trading. A substantial portion of our OTC volume relates to approximately 70 contracts in North American natural gas and power, and global oil. For these contracts, the highest degree of market liquidity resides in the front (next day or month) contracts.

Data Services

ICE's data services include publication of daily indices, historical price and other transaction data, view-only and mobile access to our electronic futures trading platform, end of day settlements and related market data. ICE also offers independent validation of participants’ own valuations for OTC products.

We also provide real-time futures data to data distributors, also known as quote vendors. These companies, such as Bloomberg or Reuters, then package this data into real-time, tick, intra-day, delayed, end-of-day and historical data packages for their users. The real-time packages are accessed on a subscription basis, and the appropriate exchange fee is paid for each user's access. End users include financial information providers, futures commission merchants, pension funds, financial services companies, funds, insurance companies, commodity pools and individual investors.

Through NYSE, we provide distribution of real-time market data. This data includes price, transaction and order book data on all of the instruments traded on NYSE's cash and derivatives markets. The data is disseminated through data vendors and directly to financial institutions and other service providers in the financial sector. NYSE provides two types of market data products and services: data products required by the regulations governing the National Market Systems, or NMS plans, and proprietary data products.

The consolidated data products meet the SEC requirement for securities markets to work together in consolidating their bids, offers and last sale prices for each security, and to provide this information to the public on a consolidated basis. We work with other exchanges and the Financial Industry Regulatory Authority, or FINRA, to make our U.S. market data available, on a consolidated basis, on what is often referred to as the "consolidated tape." This intermarket cooperative effort provides the investing public with the reported transaction prices and the best bid and offer for each security, regardless of the market from which a quote is reported or on which market a trade takes place. Last sale prices and quotes in the New York Stock Exchange-listed, NYSE MKT-listed and NYSE Arca-listed securities are disseminated through Tape A and Tape B, which constitute the majority of our NYSE market data revenues. We also receive a share of the revenues from Tape C, which represents data related to trading of certain securities (including ETPs) that are listed on Nasdaq.

In addition, we make certain equity market data available, which is known as proprietary data. We package this type of market data as real-time products and as historical products used for analysis by traders, researchers and academics. These products are proprietary to us, and we do not share the revenues that they generate with other markets. Generally, proprietary data that provides real-time quoting or trading information regarding our markets is subject to review by the SEC. In addition, the pricing for these market data products is subject to review by the SEC on the basis of whether prices are fair, reasonable and not unfairly discriminatory.

Through our index weightings service, we also provide traders, analysts, investors and others who rely on up-to-date index information with daily information on the exact composition and weighting of our indices and precise details of changes in index levels and constituent share prices. We also offer reference data, including comprehensive corporate actions information for all the New York Stock Exchange, NYSE Arca and NYSE MKT listed instruments.

SFTI and Colocation Services

ICE operates the SFTI network. SFTI is a secure, purpose-built, private multi-participant network that provides customers connectivity to global exchanges and content service providers via dedicated data circuits with a design that ensures no single point of failure exists across the network. Customers can connect to over 120 global markets and content service providers on the SFTI network. These include the NYSE and ICE global markets, as well as alternative trading systems, clearing and settlement services, and market data vendors.

We operate purpose-built data centers in the U.K. and New Jersey and we manage systems in a third-party data center in Illinois. We offer server colocation space at our data centers for market participants to house their servers and applications on equivalent terms.

Interactive Data Services

Through the acquisition of Interactive Data in December 2015, along with SuperDerivatives in October 214, we now provide financial market data, analytics, connectivity and related solutions to financial institutions and software and service providers primarily in fixed income markets.

Interactive Data's primary business line is pricing and reference data, which offers an extensive set of market data products, services and analytics, many of which are proprietary, to over 5,000 clients worldwide, including evaluated pricing services on over 2.6 million fixed income securities and other hard-to-value financial instruments. We deliver independent opinions of value on fixed income securities and other hard-to-value financial instruments. Our evaluated pricing spans more than 140 countries and covers a wide range of financial instruments including sovereign, corporate and municipal bonds, structured products, leveraged loans and derivatives. Clients need to value these financial instruments to meet regulatory requirements and to enable a range of mission-critical processes from the back to the front office.

Our reference data complements our evaluated pricing services by offering our clients a broad range of descriptive information, covering over 10 million global financial instruments. This data is used by clients to enhance risk management, support compliance with regulatory mandates and improve operational efficiency across their organizations. We compile information from an extensive range of sources, including exchanges, underwriters, government agencies, issuers and other authoritative sources. Our reference data content covers:


•	identification and settlement information, including: identifiers, name, ticker, coupon, payment frequency and accrual method;


•	business entity data, including: issuer, parent entity and ultimate parent entity;


•	detailed terms and conditions data, including: call, put and sinking fund schedules, conversion details and coupon reset terms; and


•	global corporate actions information, including: mergers, rights offerings, tender offers, bankruptcies and other shareholder notifications; cash and stock dividends, income payment details, earnings and amounts outstanding; and tax consequence and cost basis information.

In addition to our evaluated pricing and reference data, we collect, edit and normalize real-time data from a wide range of global exchanges and financial markets. End-of-day pricing data, obtained from a variety of sources, including approximately 120 financial markets and exchanges globally, is delivered to clients after the markets close. This pricing data includes bid and offer, last trade, open and close, high and low, and volume information.

Our BondEdge® fixed income and equity portfolio analytics offerings provide financial institutions with data as well as proprietary fixed income and equity portfolio analytics to help analyze risk and return. These offerings are used by investment professionals to simulate various market environments to help forecast performance, construct portfolios, validate investment strategies, conduct stress testing, generate dynamic risk measures, analyze asset cash flows and support regulatory compliance requirements.

Interactive Data also offers Trading Solutions, which provides products and services supporting a range of trading, wealth management, and other investment applications. It offers cost-effective access to a range of real-time data sources. Through our Consolidated Feed service, clients receive consolidated real-time and/or delayed financial data from over 450 global exchanges, trading venues and data sources covering listed and OTC securities. Our Consolidated Feed service is complemented by our Tick History service, which provides access to tick and trade data for global securities to assist clients with “best execution” requirements, transaction cost analysis and advanced charting applications.

The 7ticks trading infrastructure managed services solution offers direct exchange access, proximity hosting and support services that enable access to real-time exchange data and facilitates low latency electronic trading.

In addition, we offer a range of workstations that primarily target the wealth management, commodity and energy trading, and individual investor sectors. These workstations provide applications that deliver real-time financial market information and decision support tools to help clients analyze financial markets and make investment decisions. Similarly, our web-based financial information solutions consist of market data, decision-support tools and hosting services.

Trayport Services

Trayport licenses its software and technology to serve brokers, exchanges and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. Traders are primarily utilities or other energy companies who own or operate physical energy assets and who use the wholesale energy products offered on different marketplaces to be viewed on Trayport software to manage price risk associated with their operations and assets. The primary OTC products facilitated on Trayport software include European energy products.

ICE Benchmark Administration (IBA)

IBA is the regulated administrator of a growing range of benchmarks. IBA has implemented processes, governance, systems and technology that enhance the transparency and security of benchmarks relied upon globally.

In February 2014, IBA was authorized by the FCA to commence administration of LIBOR as an independent and regulated benchmark administrator. Since authorization, IBA has been working with global industry associations, stakeholders and regulators to transition LIBOR and improve the integrity and transparency of the benchmark. IBA has established a robust oversight and governance framework, in addition to developing surveillance technology and analytical tools to operate the benchmark setting process.

In August 2014, IBA became the ICE Swap Rate, formerly ISDAFIX, administrator following appointment by the International Swaps and Derivatives Association, or ISDA. The ICE Swap Rate benchmark represents the average mid-market swap rate for major currencies at selected maturities on a daily basis. Market participants use the rate to price and settle swap contracts and as a reference rate for floating rate bonds.

In March 2015, IBA became the administrator of the gold price. The London Bullion Market Association, or LBMA, Gold Price replaced the Gold Fixing Price that had been in existence since September 1919. The price is set in London twice a day and provides a published benchmark price that is widely used as an international pricing medium by producers, consumers, investors and central banks.

Clearing Services

We currently operate six clearing houses. Our clearing strategy is designed to provide financial stability to the markets served by us while providing capital efficiency and meeting the risk management, capital and regulatory requirements of a global marketplace. Our clearing houses clear, settle and guarantee the financial performance of futures contracts and options on futures contracts. ICE Clear Europe also clears European CDS instruments, and ICE Clear Credit clears North American, European and Emerging Market CDS instruments. Through each of our clearing houses, we maintain a system for the performance of obligations for the products we clear. This system is supported by several mechanisms, including:


•	rigorous clearing membership requirements;


•	daily mark-to-market of positions and payment of variation margin;


•	intraday monitoring of open positions and market conditions;


•	the calculation and posting of original/initial margin deposits;


•	limited contribution of the clearing house's capital;


•	process for conducting regular stress testing;


•	maintenance of guaranty funds in which clearing members maintain deposits to mutualize losses; and


•	broad assessment powers all of which cover financial losses beyond the resources of a defaulting clearing member.

The amount of margin and guaranty fund deposits fluctuates over time as a result of, among other things, the extent of open positions held at any point in time by market participants and the volatility of the market as reflected in the applicable margin rates for such contracts.

Clearing House Risk Management Practices

Our clearing houses have an excellent track record of risk management, and have never experienced an incident of a clearing member default which has required the use of the guaranty funds of non-defaulting clearing members or the assets of the clearing house. Nevertheless, we have extensive risk management procedures in place to ensure we protect the interests of our clearing members and clearing houses. Each of our clearing houses has instituted a multi-layered risk management system of rules, policies and procedures to protect itself in the event of a clearing member default.

To ensure performance, our clearing houses maintain extensive technology and quantitative risk management systems, as well as financial and operational requirements for clearing members and minimum margin requirements for our cleared products. Our clearing houses use software based on industry standard margining conventions and on our proprietary models uniquely customized to our products to determine the appropriate margin requirements for each clearing member by simulating the possible gains and losses of complex portfolios based on price movements.

In the event of a payment default by a member, the default procedures specified in the rules of that clearing house would apply. In general, the clearing houses would first apply assets of the defaulting member to cover the obligation. These include original/initial margin, variation margin, positions held at the clearing house and guaranty fund deposits of the clearing member. In addition, the clearing houses could make a demand for payment pursuant to any available guarantee provided by the parent or affiliate of the defaulting clearing member. If that is not sufficient, the clearing houses would use any designated contributions held by the clearing

house itself, as applicable, the guaranty fund contributions of other members and funds collected through an assessment against all other non-defaulting members, to satisfy the remaining deficit, if any. As part of the powers and procedures designed to backstop financial obligations in the event of a default, each of our clearing houses may levy assessments on all of its clearing members if there are insufficient funds available to cover a deficit following the depletion of all assets in the guaranty fund.

Our risk management framework that applies to the clearing services for the CDS markets through ICE Clear Europe is separate from that of our futures and options or non-CDS clearing operations. We also offer clearing services for CDS markets through ICE Clear Credit. We have established separate CDS risk pools for ICE Clear Credit and ICE Clear Europe, including separate guaranty funds and margin accounts, meaning that the CDS positions are not combined with positions in our futures and options clearing houses. The CDS clearing houses have risk management systems that are designed specifically for CDS instruments and have independent governance structures. Both CDS clearing houses are open-access pursuant to regulatory requirements and therefore accept qualifying trades for clearing that are executed on other venues. As of December 31, 2015, our CDS clearing houses clear 431 single name instruments and 129 CDS indexes.

We have historically committed $303 million in borrowing capacity under our revolving credit facility to assist our clearing houses with liquidity that may be needed to both operate and manage a default during a time of financial stress. As of December 31, 2015, we no longer reserve any of our revolving credit facility for use by our clearing houses for liquidity purposes and instead increased our contribution to restricted cash at our clearing houses. See Item 7 "- Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in this Annual Report.

Our clearing houses require that each clearing member make deposits to the guaranty fund. The amounts in the guaranty fund will serve to secure the obligations of a clearing member to our clearing houses and may be used to cover losses in excess of the margin and clearing firm accounts sustained by our clearing houses in the event of a default of a clearing member. As of December 31, 2015, we have made combined contributions to our clearing houses guaranty funds of $250 million. ICE Clear Europe has contributed $100 million of its own cash as part of its futures and options guaranty fund as of December 31, 2015 and has also contributed $50 million of its own cash as part of its CDS guaranty fund as of December 31, 2015. ICE Clear Credit has contributed $50 million of its own cash as part of its CDS guaranty fund as of December 31, 2015 and ICE Clear U.S. has contributed $50 million of its own cash as part of its futures and options guaranty fund as of December 31, 2015. Each of these amounts are reflected as long-term restricted cash in the consolidated balance sheet.

The Financial Stability Oversight Council, or FSOC, has designated ICE Clear Credit as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. As such, ICE Clear Credit has access to the Federal Reserve System and currently holds deposits in excess of $8 billion of its U.S. dollar cash in its cash account at the Federal Reserve.

To provide a tool to address the liquidity needs of the clearing house and manage the liquidation of margin and guaranty fund deposits held in the form of high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear U.S. have entered into Committed Repurchase Agreement Facilities, or Committed Repo. As of December 31, 2015, ICE Clear Europe had $1.0 billion in Committed Repo, ICE Clear Credit had $500 million in Committed Repo and ICE Clear U.S. had $250 million in Committed Repo. The ICE Clear Europe Committed Repo is available in U.S. dollars, euro and pound sterling, the ICE Clear Credit Committed Repo is available in U.S. dollars and euro and the ICE Clear U.S. Committed Repo is available in U.S. dollars. The Committed Repo arrangements provide these three clearing houses with an additional liquidity tool that may be utilized in the event there is a need to convert high quality sovereign debt into cash on a same-day basis during a market disruption that makes it difficult to sell and settle such sovereign debt on a same-day basis.

Our Customer Base

Derivatives Markets

Customers in our derivatives markets include market participants seeking to trade and manage risk. They include those served by our energy, financial, and agricultural markets, including, financial institutions, money managers, trading firms, commodity producers and consumers, and other business entities.

Securities Trading and Listings

Securities trading and listings customers include various market participants in the equities markets, from financial institutions, institutional investors, wholesalers, hedge funds, quantitative funds, algorithmic traders and individual investors to companies looking to raise capital and list their securities on one of our equity exchanges. Our customers are also our members, which are entities registered as broker-dealers with the SEC that have obtained trading permits or licenses in accordance with, and are subject to the rules of, the exchange in which they are members.

Our global listings businesses offer capital raising to and trading of over 2,400 companies globally, representing over $25 trillion in market capitalization as of December 31, 2015. NYSE's listed companies represent a diverse range of sectors, including technology,

financial services, consumer brands, industrial, transportation, media, energy and mining. These companies meet minimum initial and ongoing listings requirements, including governance and financial standards, as established by the exchange.

Data Services

Data services participants include financial institutions, corporations, commodity trading companies, proprietary trading firms, utilities, hedge funds, pension funds and private investors. A large proportion of our data services revenue is derived from companies executing trades on our platforms. Our pricing and reference data clients also include asset management firms, mutual funds, pension funds, insurance companies, ETF sponsors, banks, and brokerage firms, as well as hundreds of value added resellers such as custodians, software providers, and other outsourcing organizations who use our products and services across their front, middle and back offices.

Product Development

We leverage our customer relationships, global distribution, technology infrastructure and software development capabilities to diversify our products and services. New product development is an ongoing process, and we are continually developing, evaluating and testing new products for introduction into our markets to better serve our participant base. The majority of our product development relates to evaluating new contracts or new markets based on customer demand. New contracts often must be reviewed and approved by relevant regulators. Outside of third-party licensing costs, we typically do not incur separate, material costs for the development of new products - such costs are embedded in our normal costs of operation.

While we have historically developed our products and services internally, we also periodically evaluate and enter into strategic partnerships and licensing arrangements to identify opportunities to develop meaningful new products and services.

Technology

Technology is a key component of our business strategy, and we regard effective execution of our technology initiatives as crucial to our success. Where feasible, we design and build our software systems and believe that having control over our technology allows us to be more responsive to the needs of our customers, better support the dynamic nature of our business and deliver the highest quality markets and data. Our proprietary systems are built using state-of-the-art technology. A significant number of our employees work in technology, including product management, project management, system architecture, software development, network engineering, information security, performance, systems analysis, quality assurance, database administration and customer technical support.

ICE Trading Platforms and Technology

The ICE trading platform supports trading in our cleared futures and options markets as well as our bilateral OTC markets. We also offer voice brokers a facility for submitting block trades for products that are eligible for clearing.

Speed, reliability, scalability and capacity are critical performance criteria for electronic trading platforms. Connectivity to our trading platform for our markets is available through our web-based front-end, as well as multiple independent software vendors, or ISVs, and application programming interfaces, or APIs.

NYSE Trading Platforms and Related Technology

The NYSE electronic trading platform features an open system architecture that allows users to access our system via one of the many front-end trading applications developed by ISVs. For equity options, we offer a hybrid model of electronic and open outcry trading through NYSE Amex Options and NYSE Arca Options. We are developing a new integrated trading platform and matching engine known as NYSE Pillar for the five U.S. cash equities and equity options markets which currently operate on distinct platforms. The single specification will improve performance and reduce the cost and complexity of operating multiple equity and options trading systems.

Interactive Data Platform and Technology

Development of a new Interactive Data technology platform began in 2011. The platform features a single configurable data capture mechanism, a common data model across all pricing and reference data products, and a flexible multi-format delivery capability. The platform is intended to create a more stable platform for the processing and delivery of pricing and reference data products and services, facilitate and accelerate new product development, improve production reliability, and yield operating and cost efficiencies as development continues.

Clearing Technology

A broad range of trade management and clearing services are offered through our clearing houses. ICE Clearing Systems encompass a number of integrated systems, including post-trade position management, risk management, settlement, treasury and reporting functions.

A core component of our derivatives clearing houses is the risk management of clearing firm members. Our extensive technology and rules-based risk system provides analytical tools to determine margin, to determine credit risk, and monitor risk of the clearing members. The risk system also monitors trading activities of the clearing members.

Cyber Security

Cyber security is critical to our operations. We employ a defense-in-depth strategy, employing leading-edge security technology and processes including encryption, firewalls, virus prevention, intrusion prevention systems and secured servers. Where our services are accessible via the Internet, we have implemented additional restrictions to limit access to specific approved networks. We also maintain insurance coverage that may, subject to the terms and conditions of the policy and payment of significant deductibles, cover certain aspects of cyber security issues; however, our cyber security insurance coverage may not be sufficient to cover all losses. We monitor physical threats in addition to cyber threats and continuously review and update physical security and environmental controls to secure our office and data center locations.

Business Continuity Planning and Disaster Recovery

We maintain comprehensive business continuity and disaster recovery plans and facilities to provide nearly continuous availability of our markets in the event of a business disruption or disaster. We maintain incident and crisis management plans that address responses to disruptive events at any of our locations worldwide.

Intellectual Property

We rely on a wide range of intellectual property, both owned and licensed, for our electronic platforms. We own the rights to a large number of trademarks, service marks, domain names and trade names in the U.S., Europe and in other parts of the world. We have registered the majority of our trademarks in the U.S. and in certain other countries. We hold the rights to a number of patents and have made a number of patent applications in the U.S. and other countries. We also own the copyright to a variety of material. Those copyrights, some of which are registered, include software code, printed and online publications, websites, advertisements, educational material, graphic presentations and other literature, both textual and electronic. We attempt to protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, restrictions on disclosure and other methods.

This Annual Report also contains additional trade names, trademarks and service marks of our and of other companies. We do not intend the use or display of other parties’ trademarks, trade names or service marks to imply, and this use or display should not be construed to imply, our endorsement or sponsorship of these other parties, their endorsement or sponsorship of it, or any other relationship between it and these other parties.

Employees

As of December 31, 2015, we had a total of 5,549 employees, with 726 employees in Atlanta, 1,718 employees in New York, 903 employees in the U.K. and a total of 2,202 employees across our other offices around the world. Of our total employee base, less than 1% is subject to collective bargaining arrangements, and such relations are considered to be good.

Executive Officers of the Registrant

Information relating to our executive officers is included under "Executive Officers" in Part III, Item 10, "Directors, Executive Officers and Corporate Governance" of this Annual Report.

Regulation

Our markets are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., the European Union, or EU, Canada and Singapore.

Derivatives Regulation

Our regulated derivatives markets and clearing houses are based primarily in the U.S., U.K., EU, Canada and Singapore. Our U.S. futures exchange is subject to extensive regulation by the CFTC under the Commodity Exchange Act, or CEA. The CEA generally requires that futures trading in the U.S. be conducted on a commodity exchange registered as a Designated Contract Market, or DCM. As a registered DCM, ICE Futures U.S. is a self-regulatory organization that has instituted rules and procedures to comply with the core principles applicable to it under the CEA. In the U.K., ICE Futures Europe is a Recognized Investment Exchange, or

RIE, in accordance with the Financial Services and Markets Act 2000, or FSMA. Like U.S. regulated derivatives markets, RIEs are self-regulatory organizations, or SROs, with surveillance and compliance responsibilities. ICE Clear Credit and ICE Clear U.S. are regulated by the CFTC as Derivatives Clearing Organizations, or DCOs. DCOs are subject to extensive regulation by the CFTC under the CEA. ICE Clear Europe, which is primarily regulated in the U.K. by the Bank of England as a Recognized Clearing House, or RCH, is also subject to regulation by the CFTC as a DCO. Both ICE Clear Credit and ICE Clear Europe are also regulated by the SEC as clearing agencies because they clear security-based swaps.

Securities Regulation

In our cash equities and options markets, the New York Stock Exchange, NYSE Arca and NYSE MKT are national securities exchanges and, as such, are SROs and subject to oversight by the SEC. Accordingly, our U.S. securities exchanges are regulated by the SEC and, in turn, are the regulators of their members. As national securities exchanges, the New York Stock Exchange, NYSE Arca and NYSE MKT must comply with, and enforce compliance by their members with, the Securities Exchange Act. Failure to satisfy these requirements can give rise to sanctions by the SEC.

The New York Stock Exchange has delegated the performance of certain of these regulatory functions to NYSE Regulation, a not-for-profit subsidiary of NYSE. Similarly, NYSE Arca and NYSE MKT have entered into Regulatory Service Agreements, or RSAs, with NYSE Regulation to perform these regulatory functions. NYSE Regulation has an agreement with FINRA to perform certain of our regulatory functions.

Data Regulation

As a result of our acquisition of Interactive Data in December 2015, we have a subsidiary that is registered with the SEC under the Investment Advisers Act for its evaluated pricing services. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including record-keeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities, many of which are new requirements for ICE. The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act, ranging from fines and censure to termination of an investment adviser’s registration. Investment advisers also are subject to certain state securities laws and regulations.

Regulatory Reform

Domestic and foreign policy makers have undertaken reviews of their existing legal frameworks governing financial markets, and have either passed new laws and regulations, or are in the process of debating and/or enacting new laws and regulations that apply to our business and to our customers' businesses. Our key areas of focus on these efforts are:


•	The adoption and implementation of position limit rules in the U.S. and Europe, which could have an impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent limitations.

•

The non-discriminatory access provisions of MiFID II as currently drafted, would require our European exchanges and central counterparty clearing houses, or CCPs, to offer access to third parties. In addition, MiFID II could require our European exchanges to allow participants to trade and/or clear at other venues, which may encourage competing venues to offer our products. MiFID II is likely to be delayed and the timing of implementation, which was initially 2017 at the earliest, has not yet been updated.


•	The implementation of capital charges in Basel III, particularly the Supplemental Leverage Ratio with respect to certain clearing members of central counterparties. These new standards may impose burdensome capital requirements on our clearing members and customers that may disincentivize clearing.


•	The harmonization of regulations globally. In particular, the harmonization of the margin provisions of EMIR, which require the collection of margin based upon a two day period of risk with the U.S. requirement that CCPs collect margin with a one day period of risk. Failure to harmonize the margin requirements could result in the EU having higher margin requirements than the U.S.

•

The recognition of our businesses in foreign jurisdictions. In particular, our U.S. CCPs, ICE Clear U.S. and ICE Clear Credit as foreign domiciled CCPs must be recognized by ESMA to conduct business in Europe. ICE Clear U.S and ICE Clear Credit have made applications to ESMA to become recognized as EMIR third country CCPs and ESMA has deemed those applications complete. However, ESMA's recognition of ICE Clear U.S and ICE Clear Credit as third country CCPs is dependent upon an equivalence decision by the European Commission that each clearing house's home country regulatory framework is equivalent to the regulatory framework of the EU. Failure to achieve recognition could impair our U.S. CCPs’ ability to do business in Europe.

•

The proposed European financial transaction taxes. In September 2015, 11 European nations, including France, Germany and the Netherlands, met to discuss implementing a financial transaction tax on equities and derivatives trading. While certain of the participants reached a broad political agreement on instituting the tax, many details are left to be concluded, including how to assess the tax at a member state level. Implementation of a financial transaction tax could have a distortive effect on our European operations if adopted.


•	Open access to our benchmarks in Europe, which would provide competitors with the right to use our proprietary benchmarks and prohibit exclusivity with respect to certain European indices, could impact the profitability of certain exclusive products that use an exclusive index.


•	The U.S.'s proposed Regulation AT, which, if enacted as proposed, would add additional burdens for DCMs and market participants, including exchanges, to monitor automated trading and to file rules to make changes to their trading systems.


•	Regulatory re-examination of U.S. equity market structure and issues related to our exchanges ability to operate as self-regulatory organizations, or SROs, with related immunity for the discharge of their regulatory functions.

Please see the discussion below and Item 1(A) “- Risk Factors” in this Annual Report for additional description of regulatory and legislative risks and uncertainties.

Corporate Citizenship

We strive to create long-term value for our shareholders and maintain high ethical and business standards. We are active in the communities where we operate and support charitable organizations through a combination of financial resources and through employee participation. We also operate the ICE NYSE Foundation that has a commitment to supporting financial literacy and veterans' programs and we routinely host workshops and programs for our issuers on topics to provide a forum for advancing their efforts on environmental, social and governance matters. We provide additional information under the Corporate Citizenship section of our website.

With regard to the environment, we acquired Climate Exchange PLC in 2010 and are today the leading operator of global emissions markets, which enabled us to expand and support the development of emissions markets. We have invested further to develop new environmental products on our exchanges, including carbon emissions, aviation allowances, renewable energy certificate contracts, California carbon allowance contracts and biofuel products related to renewable identification numbers.

Available Information

Our principal executive offices are located at 5660 New Northside Drive NW, 3rd Floor, Atlanta, Georgia 30328. Our main telephone number is 1-770-857-4700, and our website is www.theice.com.

We are required to file reports and other information with the SEC. A copy of this Annual Report on Form 10-K, as well as any future Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports are available free of charge, on our website (www.theice.com) as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC. A copy of these filings is also available at the SEC’s website (www.sec.gov). The reference to our website address and to the SEC's website address do not constitute incorporation by reference of the information contained on the website and should not be considered part of this report. You may read and copy any documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee and (iv) Risk Committee, as well as our Code of Business Conduct and Ethics, which includes information regarding our whistleblower hotline information, Board of Directors Governance Principles and Board Communication Policy. We will provide a copy of these documents without charge to stockholders upon request.

ITEM 1(A). RISK FACTORS

The risks and uncertainties described below are those that we currently believe may materially affect us. Other risks and uncertainties that we do not presently consider to be material or of which we are not presently aware may become important factors that affect us in the future. If any of the risks discussed below actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. Accordingly, you should carefully consider the following risk factors, as well as other information contained in or incorporated by reference in this Annual Report.

Impact of financial markets volatility, including the prices and interest rates underlying our derivative products.

Trading volume in our markets and products is largely driven by the degree of volatility - the magnitude and frequency of fluctuations - in prices and levels of the underlying commodities, securities, indices, financial benchmarks or other instruments.

Volatility increases the need to hedge price risk and creates opportunities for speculative or arbitrage trading. Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.

Factors that are particularly likely to affect price and interest rate levels and volatility, and thus trading volumes, include:


•	global and domestic economic, political and market conditions;


•	concerns over inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy - including actions by the Federal Reserve, other foreign monetary units governing bodies, and investor and consumer confidence levels;


•	weather conditions including hurricanes and other significant events, natural and other unnatural disasters like large oil spills that impact the production of commodities, and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;


•	war, acts of terrorism and any unforeseen market closures or disruptions in trading;


•	real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements; and


•	credit quality of market participants, the availability of capital and the levels of assets under management.

Any one or more of these factors may reduce trading activity, which could make our markets less attractive as a source of liquidity, and in turn could further discourage existing and potential market participants and thus accelerate a decline in the level of trading activity and potentially related services such as data or clearing. Further, most of these factors are beyond our control. If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets could be jeopardized. Because our cost structure is largely fixed, if demand for our current products and services decline for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, and our net income will decline.

Global financial markets conditions and new laws and regulations.

The conditions in global financial markets will impact our business. If our customers reduce spending, workforce, trading activity or demand for financial data as a result of challenges in the financial markets, our revenues will decline. A significant portion of our revenues are derived from fees for transactions executed and cleared in our markets. We derived 56%, 61% and 79% of our consolidated revenues, less transaction-based expenses, from our transaction-based business in 2015, 2014 and 2013, respectively. In particular, we derive a significant percentage of the consolidated revenues from our transaction-based business from trading in ICE Brent Crude futures and options contracts, North American natural gas futures and options contracts, sugar futures and options contracts, equity transactions and short term interest rates contracts, including the Euribor and Short Sterling futures and options contracts. The trading volumes in our markets could decline substantially if our market participants reduce their level of trading activity for any reason, including the factors referenced above that impact volatility, such as:


•	a reduction in the number of market participants that use our platform;


•	a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading;


•	regulatory or legislative changes impacting our customers and financial markets;


•	heightened capital requirements or mandated reductions in leverage resulting from new regulation;


•	defaults by clearing members or the inability of CDS participants to pay out contractual obligations;


•	changes to our contract specifications that are not viewed favorably by our market participants; or


•	reduced access to or availability of capital required to fund trading activities.

A reduction in our overall trading volume could also render our markets less attractive to market participants as a source of liquidity, which could result in further loss of trading volume and associated transaction-based revenues. A reduction in trading volumes would also likely result in a corresponding decrease in the demand for our market data that would further reduce our overall revenue.

Our businesses and those of many of our clients have been and continue to be subject to increased legislation and regulatory scrutiny, and we face the risk of changes to this regulatory environment and business in the future.

We are and will continue to be subject to extensive regulation in many jurisdictions around the world, and in particular in the U.S. and the U.K. where the largest portions of our operations are conducted. We face the risk of significant actions by regulatory

and taxing authorities in all jurisdictions in which we conduct our businesses and hold investments that may affect our business, the activity of our market participants, and as a consequence, our results. Among other things, as a result of regulators enforcing existing laws and regulations, we could be censured, fined, prohibited from engaging in some of our business activities, subjected to limitations or conditions on our business activities or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our business or with respect to our employees. In many cases, our activities may be subject to overlapping and divergent regulation in different jurisdictions.

There is also the risk that new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could be imposed, which may adversely affect our ability to compete effectively with other institutions that are not affected in the same way or which may impact our clients’ overall trading volume through our exchanges and demand for our market data and other services. In addition, regulation imposed on financial institutions or market participants generally, such as the proposed proprietary trading restrictions for certain banking organizations in both the U.S. and Europe, could adversely impact levels of market activity and price volatility more broadly, and thus impact our businesses.

These developments could impact our profitability in the affected jurisdictions, or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions, or could cause us to incur significant costs associated with changing our business practices, restructuring our businesses, or moving all or certain of our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors. In addition, certain developments could increase our liability for performing our oversight requirements.

U.S. and European legal and regulatory developments in response to the global financial crisis, in particular the Dodd-Frank Act, EMIR and MiFID II, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability. Among the aspects of these recently enacted and proposed legal and regulatory changes most likely to affect our businesses are: position limit rules in the U.S. and Europe, non-discriminatory access provisions of MiFID II, capital charges in Basel III, including the supplemental leverage ratio, the harmonization of margin provisions, the recognition of our businesses in foreign jurisdictions, implementation of a financial transaction tax, access to our benchmarks, monitoring of automated trading under Regulation AT and maintaining our exchanges' abilities to operate as SROs with related immunity for the discharge of their regulatory functions. As the operator of global businesses, the lack of harmonization in international financial reform efforts could impact our business as our clearing houses and exchanges are subject to regulation in multiple jurisdictions.

The Dodd-Frank Act established enhanced regulatory requirements for non-bank financial institutions designated as “systemically important” by the FSOC. ICE Clear Credit has been designated as a systemically important financial market utility by the FSOC and as a result, is subject to additional oversight by the CFTC.

Other enacted and proposed legal and regulatory changes not discussed above may also adversely affect our competitive position and profitability. See Item 1 "- Business - Regulation” above for additional information regarding the current and proposed laws and regulations that impact our business, including risks to our business associated with these laws and regulations.

Systems failures in the derivatives and securities trading industry could negatively impact us.

High-profile system failures in the derivatives and securities trading industry, like the one we suffered at NYSE on July 8, 2015, could negatively impact our business. Regulators have imposed new requirements for trading platforms that have been costly for us to implement, or that could result in a decrease in demand for some of our services. In particular, the SEC's Regulation Systems Compliance and Integrity, or Regulation SCI, subjects portions of our securities trading platforms and other technological systems to more extensive regulation and oversight. Ensuring our compliance with the requirements of Regulation SCI for this portion of our platforms and systems requires significant implementation costs as well as increased ongoing administrative expenses and burdens. If system failures in the industry continue to occur, it is also possible that investor confidence in the trading industry could diminish, leading to decreased trading volume and revenue. Whether or not any of our own systems experience material failures, any of these developments could adversely affect our business, financial condition and operating results.

We face intense competition.

We face intense competition in all aspects of our business and our competitors, both domestic and international, are numerous. We currently compete with:


•	regulated, diversified futures exchanges globally that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange;


•	exchanges offering listing and trading of cash equities, exchange-traded funds, closed-end funds and other structured products similar to those offered by us;


•	market data and information vendors;


•	interdealer brokers active in the global credit derivatives markets;


•	existing and newly formed electronic trading platforms, service providers and other exchanges;


•	other clearing houses; and


•	consortiums of our customers, members or market participants that may pool their trading activity to establish new exchanges, trading platforms or clearing facilities.

Trends towards the globalization of capital markets have resulted in greater mobility of capital, greater international participation in markets and increased competition among markets in different geographical areas. Competition in the market for derivatives trading and clearing and in the market for cash equity listings, trading and execution have intensified as a result of consolidation, as the markets become more global in connection with the increase in electronic trading platforms and the desire by existing exchanges to diversify their product offerings. Finally, many of our competitors are our largest customers or are owned by our customers and may prioritize their internalization and alternative trading system businesses ahead of their exchange-based market making business.

A decline in our fees due to competitive pressure, the inability to successfully launch new products or the loss of customers due to competition could lower our revenues, which would adversely affect our profitability. For example, Interactive Data's business has benefited from a high renewal rate in its subscription based business but we cannot assure you that this will continue. We also cannot assure you that we will be able to continue to expand our product offerings, or that we will be able to retain our current customers or attract new customers. If we are not able to compete successfully our business could be materially impacted, including our ability to sustain as an operating entity.

In our listings business, the legal and regulatory environment in the U.S., and the market perceptions about that environment, may make it difficult for our U.S. equity exchanges to compete with non-U.S. equity exchanges for listings. For example, negative perceptions regarding compliance costs associated with adherence to corporate governance requirements have and may continue to discourage listings on U.S. equity exchanges by both U.S. and foreign private issuers. Any failure by our exchanges to successfully compete for any reason could adversely impact our revenue derived from listing fees and the associated trading, execution and market data fees.

We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisitions and future acquisitions, which could adversely affect the value of our common stock.

We have completed many acquisitions and plan to continue to pursue acquisitions and joint ventures when we deem it appropriate. Recently, we completed the acquisition of the following companies:


•	NYSE in November 2013;


•	SuperDerivatives in October 2014;


•	Interactive Data in December 2015; and


•	Trayport in December 2015.

The success of our acquisitions will depend, in part, on our ability to integrate these businesses into our existing operations and realize anticipated cost savings, revenue synergies and growth opportunities. We expect to benefit from operational synergies resulting from the consolidation of capabilities and elimination of redundancies. We generally set aggressive timelines for realizing savings, which assumes we successfully undertake a variety of actions (including, but not limited to, integrating technology, eliminating redundancies and effecting organizational restructurings) that are themselves subject to a variety of risks and may be subject to regulatory approvals that we do not control. With respect to Interactive Data, we expect to achieve $150 million in annual cost synergies with 90% of these synergies expected to be achieved exiting 2018. There is a risk, however, that we may not integrate these acquired companies in a manner that permits our expected cost savings and revenue synergies to be fully realized in the time periods expected, or at all. In addition, a variety of factors, including but not limited to regulatory conditions, governmental competition approvals, currency fluctuations, and difficulty integrating technology platforms, may adversely affect our anticipated cost savings and synergies. For example, The Competition and Markets Authority in the U.K. is currently reviewing our acquisition of Trayport under the merger control laws of the U.K. This review could force us to take certain actions that may result in us not realizing the benefits of the acquisition at all.

The process of integration may disrupt each company’s ongoing businesses, produce unforeseen regulatory and operating difficulties (including inconsistencies in standards, controls, procedures and policies that adversely affect relationships with market participants, regulators and others), require substantial resources and expenditures, and divert the attention of management from the ongoing operation of our business. As a result, we may not achieve the integration objectives, cost savings, revenue growth and synergies in full or at all, or it may take longer to realize them than expected for any particular merger or acquisition.

We may also not realize anticipated growth opportunities and other benefits from strategic investments or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business. Further, strategic initiatives that have historically been successful may not continue to be successful due to competitive threats, changing market conditions or the inability for the parties to extend the relationship into the future.

We continue to look for strategic growth opportunities in line with our business strategy and will pursue acquisitions when we believe that they are in our best interests. We may be very acquisitive. As a result of any future acquisition, we may issue additional shares of our common stock that dilute our shareholders’ ownership interest, expend cash, incur debt, assume actual and contingent liabilities, inherit existing or pending litigation or create additional expenses related to amortizing intangible assets. Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all.

Owning clearing houses exposes us to risks, including risk related to defaults by clearing members, risks related to investing margin and guaranty funds, and the cost of operating the clearing houses.

There are risks inherent in operating a clearing house, including exposure to the market and counterparty risk of clearing members, defaults by clearing members and risks associated with investing collateral provided by clearing members to our clearing houses, which could subject our business to substantial losses. For example, clearing members have placed an aggregate amount of cash in ICE Clear Europe relating to margin requirements and funding the guaranty funds of $31.0 billion as of December 31, 2015 and a total of $51.2 billion for all of our clearing houses as of December 31, 2015. ICE Clear Europe and ICE Clear U.S. use third party investment managers for investment activity of their clearing members cash deposits and may add or change the investment managers from time to time. ICE Clear Credit currently self-manages the majority of the cash that its clearing members leave on deposit to satisfy their respective original margin and guaranty fund requirements. ICE Clear Credit uses external investment managers to invest the remainder of their clearing members' cash deposits.

We have an obligation to return margin payments and guaranty fund contributions to clearing members once the relevant member’s exposure to the clearing house no longer exists. If the number of large, well-capitalized banks that are clearing members decreases, the concentration of risks within our clearing houses will be spread among a smaller pool of clearing members, which makes it more difficult to absorb and manage risk in the event of a clearing member's default.

Although our clearing houses have policies and procedures to help ensure that clearing members can satisfy their obligations, such policies and procedures may not succeed in preventing losses after a member or a counterparty’s default. In addition, although we believe that we have carefully analyzed the process for setting margins and our financial safeguards, it is a complex process and there is no guarantee that our procedures will adequately protect us from the risks of clearing these products. We cannot assure you that these measures and safeguards will be sufficient to protect us from a default or that we will not be materially and adversely affected in the event of a significant default. We have contributed our own capital to the guaranty fund of the clearing houses that could be used in the event of a default. Furthermore, the default of any one of the clearing members could subject our business to substantial losses and cause our customers to lose confidence in the guarantee of our clearing houses.

A decline in the value of securities held as collateral by our clearing houses or default by a sovereign government issuer could pose additional risks of default by clearing members.

Our clearing houses hold a substantial amount of assets as collateral, which comprise U.S. and other sovereign treasury securities. As of December 31, 2015, our clearing houses held $35.7 billion of non-cash collateral in U.S. and other sovereign treasury securities: $25.8 billion of this amount was comprised of U.S. Treasury securities, $2.0 billion of U.K. Treasury securities, $1.6 billion of French Treasury securities, $770 million of German Treasury securities, $719 million of Italian Treasury securities, and $4.8 billion of other European, Japanese and Tri-Party Treasury securities. Sovereign treasury securities have historically been viewed as one of the safest and most liquid securities for clearing houses to hold due to the perceived credit worthiness of major governments, although the markets for such securities have experienced significant volatility during the past decade. The markets for such treasury securities have experienced significant volatility recently related to on-going financial challenges in some of the major European countries and leading up to the U.S. government’s negotiations regarding tax increases, spending cuts and raising

the debt ceiling, which is the maximum amount of debt that the U.S. government can legally incur. In addition, if there is a collapse of the euro, our clearing houses would face significant expenses in changing their systems and such an event could cause a credit contraction and major swings in asset prices and exchange rates. To mitigate this risk, our clearing houses currently apply a discount or "haircut" to the market values for all sovereign securities held as collateral; however, market conditions could change more quickly than we adjust the amount of the haircuts and the haircuts could be insufficient in the event of a sudden market event.

Notwithstanding the current intraday margin and valuation checks conducted by our clearing houses and our policies and practices to limit exposures, our clearing houses will need to continue to monitor the volatility and value of U.S. and other sovereign treasury securities because if the value of these securities declines significantly, our clearing houses will need to collect additional collateral from their clearing members, which may be difficult for the members to supply in a time of financial stress affected by an actual or threatened default by a sovereign government. In addition, our clearing houses may be required to impose a more significant discount on the value of sovereign treasury securities posted as collateral if there is uncertainty regarding the future value of these securities, which would trigger the need for additional collateral contributions by the clearing members. If a clearing member cannot supply the additional collateral, which may include cash deposits in a currency acceptable to the clearing house, the clearing house would deem the clearing member in default. If any clearing members default as a result of the reduction in value of their collateral, our clearing houses and trading business could suffer substantial losses as a result of the loss of our own capital that has been contributed to the clearing house’s guaranty fund and a loss of confidence by clearing members in the guaranty of the clearing house, resulting in a reduction in volumes of future cleared transactions.

Further, our clearing houses invest large sums through reverse repo transactions in connection with their clearing operations and may hold sovereign securities as security in connection with such investment transactions. Our clearing houses may also make time deposits with banks that are secured only to the value of FDIC insurance, which is small, and therefore, our deposits may in significant part be lost in the event one of these banks becomes insolvent.

Owning and operating equity exchanges exposes us to additional risks, including the regulatory responsibilities to which these businesses are subject.

Owning and operating equity exchanges exposes us to additional risks. Their revenues are primarily derived from market data, listing fees and trading activity. Adverse economic conditions and regulatory changes similar to those discussed above could result in decreased trading volume, discourage market participants from listing on our equity exchanges or cause them to forgo new offerings. Any of these could reduce our revenues, including market data revenue.

Our exchanges are operated as for-profit businesses but have certain regulatory responsibilities that must be fulfilled. Specifically, our exchanges are responsible for enforcing listed company compliance with applicable listing standards, overseeing regulatory policy determinations, rule interpretation and regulation-related rule development, and conducting trading reviews. Any failure by one of our exchanges with self-regulatory responsibility to comply with, and enforce compliance by their members, with exchange rules and securities laws could significantly harm our reputation, prompt regulatory scrutiny and adversely affect our business, financial condition and operating results.

We must allocate significant resources to fulfill our self-regulatory responsibilities. The for-profit exchanges' goal of maximizing stockholder value might contradict the exchanges' self-regulatory responsibilities. The listing of our common stock on the NYSE could potentially create a conflict between the exchange’s regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and our commercial and economic interest, on the other hand. While we have structural protections to minimize these potential conflicts, we cannot be sure that such measures will be successful.

We may not be successful in offering new products or technologies or in identifying opportunities.

We intend to launch new products and continue to explore and pursue other opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new product offerings or improving current product offerings. If these offerings are not successful, we may miss a potential market opportunity and not be able to recover the costs of such initiatives. Obtaining any required regulatory approval associated with these offerings may also result in delays or restrictions on our ability to fully benefit from these offerings. Further, we may enter into or increase our presence in markets that already possess established competitors who may enjoy the protection of high barriers to entry. Attracting customers in certain countries may also be subject to a number of risks, including currency exchange rate risk, difficulties in enforcing agreements or collecting receivables, longer payment cycles, compliance with the laws or regulations of these countries, and political and regulatory uncertainties.

In addition, in light of consolidation in the exchange, data services and clearing sectors and competition for opportunities, we may be unable to identify strategic opportunities or we may be unable to negotiate or finance any future acquisition successfully.

Our competitors could merge, making it more difficult for us to find appropriate entities to acquire or merge with and making it more difficult to compete in our industry due to the increased resources of our merged competitors. Also, offering new products and pursuing acquisitions requires substantial time and attention of our management team, which could prevent them from successfully overseeing other initiatives that are necessary for our success.

We have made substantial progress toward developing and deploying new technology platforms to improve our equity exchange business and data services business. We may experience disruptions or encounter unexpected challenges in deploying these new systems. Further, the costs to complete the remaining work may exceed our current expectations for those costs. Any significant cost increases or disruptions to product quality, sales effectiveness or client service or to our other business operations could have an adverse effect on our operations and results of operations.

Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, might not be effective.

Our ability to comply with complex and changing laws and rules is largely dependent on our establishment and maintenance of compliance, audit and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. While we have policies and procedures to identify, monitor and manage our risks and regulatory obligations, we cannot assure you that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. Regulators periodically review our exchanges’ ability to self-regulate and our compliance with a variety of laws and regulations including self-regulatory standards. In particular, certain of our businesses acquired in the NYSE acquisition are subject to public notice procedures prior to making changes in operations, policies and procedures. If we fail to comply with any of these obligations, regulators could take a variety of actions that could impair our ability to conduct our business.

Our recent acquisition of Interactive Data exposes us to new regulatory requirements, specifically, Interactive Data Pricing and Reference Data LLC, or PRD LLC, one of its subsidiaries, is a registered investment adviser with the SEC with respect to its evaluated pricing services and is subject to significant regulatory obligations under the Investment Advisers Act of 1940, or Investment Advisers Act. None of our other businesses or subsidiaries are registered under the Investment Advisers Act. Compliance with the Investment Advisers Act and other regulatory requirements gives rise to costs and expenses and we cannot assure you that our systems and procedures are fully effective.

Our regulators have broad enforcement powers to censure, fine, issue cease-and-desist orders or prohibit us from engaging in some of our businesses. For example, we have paid a $5 million penalty to the SEC in 2014 and a $3 million penalty to the CFTC in 2015 as a result of enforcement actions brought by these regulators. We face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activity. Further, the implementation of new legislation or regulations, or changes in or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require us to incur significant compliance costs and impede our ability to remain competitive and grow our business.

In the case of non-compliance or alleged non-compliance with applicable laws or regulations, we could be subject to investigations, proceedings and regulatory enforcement actions that may result in substantial penalties, settlements or civil lawsuits, including by customers, for damages which could be significant. Any of these outcomes would adversely affect our reputation, financial condition and operating results. In extreme cases, these outcomes could adversely affect our ability to continue to conduct our business.

We may be required to recognize impairments of our goodwill, other intangible assets or investments.

The determination of the value of goodwill and other intangible assets requires the use of estimates and assumptions that affect our consolidated financial statements. As of December 31, 2015, we had goodwill of $12.1 billion and net other intangible assets of $10.8 billion relating to our acquisitions, our purchase of trademarks and Internet domain names from various third parties, and the Russell licensing agreement. As of December 31, 2015, we also have $299 million in long-term investments relating to our equity security investment in Cetip, S.A., or Cetip. We recorded a $190 million impairment loss on our investment in Cetip during 2013 primarily due to the devaluation of the Brazilian real. Further, CDS trade execution revenues at Creditex have decreased over the last several years as trading volumes in the global CDS market have declined and CDS trading remains muted due to financial reform implementation and lower volatility in corporate credit markets. As of December 31, 2015, the Creditex customer relationship intangible asset had a remaining net book value of $61 million and will become fully amortized in August 2020. Based on the most recent recoverability test performed, the estimated future undiscounted cash flows exceeded the carrying value of the asset by 8%. We continue to monitor potential triggering events in our CDS trade execution business that could result in further testing for recoverability, and, if it was determined that the carrying value of the asset was not recoverable, an impairment of the asset would then be recorded.

We cannot assure you that we will not experience future events that may result in asset impairments. An impairment of the value of our existing goodwill, other intangible assets and other investments and assets could have a significant negative impact on our future operating results.

For additional information on our goodwill, other intangible assets and investments including impairment, refer to notes 5 and 7 to our consolidated financial statements and “- Critical Accounting Policies - Goodwill and Other Identifiable Intangible Assets” in Item 7 "- Management’s Discussion and Analysis of Financial Condition and Results of Operations", which are included in this Annual Report.

If we are unable to keep up with rapid changes in technology and client preferences, we may not be able to compete effectively.

To remain competitive, we must continue to enhance and improve the responsiveness, functionality, accessibility and reliability of our electronic platforms and our proprietary and acquired technology. The financial services industry is characterized by rapid technological change, change in use patterns, change in client preferences, frequent product and service introductions and the emergence of new industry standards and practices. These changes could render our existing proprietary technology uncompetitive or obsolete.

Further, we use some open-source software in our technology, most often as small components within a larger product or service, to augment algorithms, functionalities or libraries we create, and we may use more open-source software in the future. Open-source code is also contained in some third-party software we rely on. We could be subject to suits by parties claiming breach of the terms of the license for such open-source software. The terms of many open-source licenses are ambiguous and have not been interpreted by U.S. or other courts, and these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services.

We cannot assure you that we will successfully implement new technologies or adapt our proprietary technology to our clients’ requirements or emerging industry standards in a timely and cost-effective manner. Any failure to remain abreast of industry standards in technology and to be responsive to client preferences could cause our market share to decline and negatively impact our revenues.

Our business may be harmed by computer and communications systems failures and delays.

We support and maintain many of the systems that comprise our electronic platforms. Our failure to monitor or maintain these systems, or to find replacements for defective components within a system in a timely and cost-effective manner when necessary, could have a material adverse effect on our ability to conduct our business. Our customers rely on us for the delivery of time-sensitive, up-to-date and high-quality financial market data, analytics, and related solutions. Our timely, reliable delivery of high-quality products and services is subject to an array of technical production processes that enable our delivery platforms to leverage an extensive range of content databases. Our redundant systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cyber-security breach. Our systems, or those of our third party providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following:


•	unanticipated disruption in service to our participants;


•	slower response time and delays in our participants’ trade execution and processing;


•	failed settlement by participants to whom we provide trade confirmation or clearing services;


•	incomplete or inaccurate accounting, recording or processing of trades;


•	failure to complete the clearing house margin settlement process resulting in significant financial risk;


•	distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity; and


•	financial loss.

We could experience system failures due to power or telecommunications failures, human error on our part or on the part of our vendors or participants, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, intentional acts of vandalism or terrorism and similar events. If any one or more of these situations were to arise, they could result in damage to our business reputation and participant dissatisfaction with our electronic platform, which could prompt participants to trade elsewhere or expose us to litigation or regulatory sanctions. As a consequence, our business, financial condition and results of operations could suffer materially.

Our regulated business operations generally require that our trade execution and communications systems be able to handle anticipated present and future peak trading volume. Heavy use of computer systems during peak trading times or at times of unusual market volatility could cause those systems to operate slowly or even to fail for periods of time. However, we cannot assure you that our estimates of future trading volume will be accurate or that our systems will always be able to accommodate actual trading volume without failure or degradation of performance.

Although many of our systems are designed to accommodate additional volume and products and services without redesign or replacement, we will need to continue to make significant investments in additional hardware and software and telecommunications infrastructure to accommodate the increases in volume of order and trading transaction traffic and to provide processing and clearing services to third parties. If we cannot increase the capacity and capabilities of our systems to accommodate an increasing volume of transactions and to execute our business strategy, our ability to maintain or expand our businesses would be adversely affected.

Our systems and those of our third party service providers may be vulnerable to security risks, hacking and cyber attacks, especially in light of our role in the global financial marketplace, which could result in wrongful use of our information, or which could make our participants reluctant to use our electronic platform.

The secure transmission of confidential information and the ability to reliably transact on our electronic platforms and provide financial data services are critical elements of our operations. Some of our products and services involve the storage and transmission of proprietary information and sensitive or confidential client data, including client portfolio information. If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, delete or modify our confidential information or that of a third party. Our networks and those of our participants, third party service providers and external market infrastructures may be vulnerable to compromise, security technology failure, social engineering, denial of service attacks, or other security failures resulting in loss of data integrity, information disclosure, unavailability, or fraud. Recently, the financial services industry has been targeted for purposes of political protest, activism and fraud. Further, former employees of certain companies in the financial sector have misappropriated trade secrets or stolen source code in the past, and we could be a target for such illegal acts in the future. There also may be system or network disruptions if new or upgraded systems are defective or not tested and installed properly.

Although we have not been the victim of cyber-attacks or other cyber incidents that have had a material impact on our operations or financial condition, we have from time to time experienced cyber security events including distributed denial of service attacks, malware infections, phishing, web attacks and other information technology incidents that are typical for a financial services company of our size. Though it did not result in a material impact, we experienced a distributed denial of service attack on our website in October 2014 that temporarily disrupted inbound Internet traffic and was reportable to regulatory authorities. We operate an Information Security program that is designed to prevent, detect, track, and mitigate cyber incidents and that has detected and mitigated such incidents in the past. Although we intend to implement additional industry standard security measures in the future to the extent necessary to maintain the effectiveness of our Information Security program, we cannot assure you that these measures will be sufficient to protect our business against attacks, losses or reduced trading volume in our markets as a result of any security breach, hacking or cyber-attack. Any such attacks could result in reputational damage, cause system failures or delays that could cause us to lose customers, cause us to experience lower current and future trading volumes or incur significant liabilities, or have a negative impact on our competitive position. Additionally, current and future security measures may involve significant costs to purchase and maintain, which could adversely impact our net income.

We currently have a substantial amount of outstanding indebtedness which could restrict our ability to engage in additional transactions or incur additional indebtedness.

Following our acquisition of NYSE and Interactive Data, we have a significant amount of indebtedness outstanding on a consolidated basis. As of December 31, 2015, we had $7.3 billion of outstanding debt. This level of indebtedness could have important consequences to our business, including making it more difficult to satisfy our debt obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and restricting us from pursuing certain business opportunities. As we use our available resources to reduce and refinance our consolidated debt, our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and our ability to pursue future business opportunities may be further restrained. In addition, the terms of our debt facilities contain affirmative and negative covenants, including a leverage ratio test and certain limitations on the incurrence of additional debt or the creation of liens and other matters.

Our long-term debt is currently rated by Moody’s Investor Services and Standard & Poor’s. These ratings agencies regularly evaluate us and our credit ratings based on a number of quantitative and qualitative factors, including our financial strength and conditions affecting the financial services industry generally. Our credit ratings remain subject to change at any time, and it is

possible that a ratings agency may take action to downgrade our credit ratings in the future. In particular, our inability to sustain reduced debt on a consolidated basis may result in a downgrade of our credit ratings. In addition, a significant downgrade of our credit rating could impact the regulatory status of our clearing houses and make parties less willing to do business with our clearing houses and exchanges, and could negatively impact our ability to access the capital markets and increase the cost of any future debt funding we may obtain.

Damage to our reputation resulting from our administration of LIBOR could adversely affect our business.

Our subsidiary IBA is the administrator for various benchmarks, including LIBOR. IBA's administration of LIBOR is the result of the LIBOR scandal, which was a series of fraudulent actions taken by banks that were submitting false LIBOR rates to profit from trades, or to give the impression that the banks were more creditworthy than they were. Any failures or negative publicity resulting from our administration of LIBOR or other benchmarks could result in a loss of confidence in the administration of these benchmarks and could harm our reputation.

Fluctuations in foreign currency exchange rates may adversely affect our financial results.

Since we conduct operations in several different countries, including the U.S., U.K., continental Europe and Canada, substantial portions of our revenues, expenses, assets and liabilities are denominated in U.S. dollars, pounds sterling, euros and Canadian dollars. Because our consolidated financial statements are presented in U.S. dollars, we must translate non-U.S. dollar denominated revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against the other currencies may affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies.

The European debt crisis and related European financial restructuring efforts have contributed to instability in global credit markets and resulted in a decline in the value of the pounds sterling and euro relative to the U.S. dollar. If global economic and market conditions, or economic conditions in the U.K., continental Europe, the U.S. or other key markets remain uncertain or deteriorate further, the value of the pounds sterling and euro and the global credit markets may further weaken. General financial instability in countries in the European Union, including Greece, could have a contagion effect on the region and contribute to the general instability and uncertainty in the European Union. Events that adversely affect our U.K. and continental European clients and suppliers could in turn have a materially adverse effect on our international business results and our results of operations.

For additional information on our foreign currency exchange rate risk, refer to “- Foreign Currency Exchange Rate Risk” in Item 7A - Quantitative and Qualitative Disclosures About Market Risk, which are included in this Annual Report.

Owning and operating voice broker businesses exposes us to additional risk, and these businesses are largely dependent on their broker-dealer clients.

Our voice broker business is primarily transaction-based, and it provides brokerage services to clients primarily in the form of agency transactions, although it also engages in a limited number of matched principal transactions. In agency transactions, customers pay transaction fees for trade execution services in which we connect buyers and sellers who settle their transactions directly. In matched principal transactions (also known as “risk-less principal” transactions), we agree to buy instruments from one customer and sell them to another customer. The amount of the fee generally depends on the spread between the buy and sell price of the security that is brokered. The majority of transactions by Creditex and Creditex Brokerage, which are the subsidiaries that engage in our voice broker business, are agency transactions, and the matched principal transactions accounted for 4.0% of the total transactions for Creditex and Creditex Brokerage for the year ended December 31, 2015. With respect to matched principal transactions, a counterparty to a matched principal transaction may fail to fulfill its obligations, or Creditex or Creditex Brokerage may face liability for an unmatched trade. Declines in trading volumes in credit derivatives would adversely affect the revenues we derive from Creditex. We also face the risk of not being able to collect transaction or processing fees charged to customers for brokerage services and processing services we provide.

We may face liability for content contained in our data products and services.

We may be subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence, or based on other theories of liability, in each case relating to the data, articles, commentary, ratings, information or other content we distribute in our financial data services. If such data or other content or information that we distribute has errors, is delayed or has design defects, we could be subject to liability or our reputation could suffer. We could also be subject to claims based upon the content that is accessible from our corporate website or those websites that we own and operate through links to other websites. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us for significant amounts. Any such claim, even if the outcome were

to be ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation. Such claims and lawsuits could have a material adverse effect on our business, financial condition or results of operations. In addition, we license and redistribute data and content from various third parties. Our data and content suppliers may audit our use and our clients' use and payment for data and content and may assert that we or our clients owe additional amounts under the terms of the license agreements or that we or our clients used the data or content in a manner that exceeded the scope of the license agreement. We may incur costs to investigate any such allegations and we may be required to make unexpected payments to these data and content suppliers.

A failure to protect our intellectual property rights, or allegations that we have infringed the intellectual property rights of others, could adversely affect our business.

Our business is dependent on proprietary technology and other intellectual property that we own or license from third parties, including trademarks, service marks, trade names, trade secrets, copyrights and patents. We cannot assure you that the steps that we have taken or will take in the future will prevent misappropriation of our proprietary technology or intellectual property. Additionally, we may be unable to detect the misappropriation or unauthorized use of our proprietary technology and intellectual property. Our failure to protect our proprietary technology and intellectual property adequately could harm our reputation and affect our ability to compete effectively. Further, we may need to resort to litigation to enforce our intellectual property rights, which may require significant financial and managerial resources. As a result, we may choose not to enforce our infringed intellectual property rights, depending on our strategic evaluation and judgment regarding the best use of our resources, the relative strength of our intellectual property portfolio and the recourse available to us.

In addition, our competitors, as well as other companies and individuals, may have obtained, and may be expected to obtain in the future, patent rights related to the types of products and services we offer or plan to offer. We cannot assure you that we are or will be aware of all patents that may pose a risk of infringement by our products and services. As a result, we may face allegations that we have infringed the intellectual property rights of third parties which may be costly for us to defend against. If one or more of our products or services is found to infringe patents held by others, we may be required to stop developing or marketing the products or services, obtain licenses to develop and market the products or services from the holders of the patents or redesign the products or services in such a way as to avoid infringing the patents. We also could be required to pay damages if we were found to infringe patents held by others, which could materially adversely affect our business, financial condition and operating results. We cannot assess the extent to which we may be required in the future to obtain licenses with respect to patents held by others, whether such licenses would be available or, if available, whether we would be able to obtain such licenses on commercially reasonable terms. If we were unable to obtain such licenses, we may not be able to redesign our products or services at a reasonable cost to avoid infringement, which could materially adversely affect our business, financial condition and operating results.

We rely on third party providers and other suppliers for a number of services that are important to our business. An interruption or cessation of an important service, data or content supplied by any third party, or the loss of an exclusive license, could have a material adverse effect on our business.

We depend on a number of suppliers, such as online service providers, hosting service and software providers, data processors, software and hardware vendors, banks, local and regional utility providers, and telecommunications companies, for elements of our trading, clearing, data services and other systems. We rely on access to certain data used in our business through licenses with third parties, and we rely on a large international telecommunications company for the provision of hosting services. We also depend on third-party suppliers for data and content, including data received from certain competitors, clients, various government and public record services and financial institutions, used in our products and services. Some of this data is exclusive to particular suppliers and may not be obtained from other suppliers. In addition, our data suppliers could enter into exclusive contracts with our competitors without our knowledge. The general trend toward industry consolidation may increase the risk that these services may not be available to us in the future. If these companies were to discontinue providing services to us for any reason or fail to provide the type of service agreed to, we would likely experience significant disruption to our business and may be subject to litigation by our clients or increased regulatory scrutiny or regulatory fines. Our third party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement. As a result of these audits, we may incur additional expenses.

Many of our clients also rely on third parties to provide them with systems necessary to access our trading platform. If these companies were to discontinue providing services to our clients for any reason, we may experience a loss of revenue associated with our clients’ inability to transact with our businesses. We hold exclusive licenses to list various index futures and contracts. In the future, litigation or regulatory action may limit the right of owners to grant exclusive licenses for index futures and contracts trading to a single exchange, and our competitors may succeed in providing economically similar products in a manner or

jurisdiction not otherwise covered by our exclusive license. MiFID II introduced a harmonized approach to the licensing of services relating to commodity derivatives across Europe and the legislation requires open access to any benchmarks (a benchmark is an index or other measure used to determine the value of a financial instrument, for example, LIBOR or the S&P 500) used in Europe. If unlicensed trading of any index product where we hold an exclusive license were permitted, we could lose trading volume for these products which would adversely affect our revenues associated with the license and the related index products.

We are subject to significant litigation and liability risks.

Many aspects of our business, and the businesses of our participants, involve substantial risks of liability. These risks include, among others, potential liability from disputes over terms of a trade and the claim that a system failure or delay caused monetary loss to a participant or that an unauthorized trade occurred. For example, dissatisfied market participants that have traded on our electronic platform or those on whose behalf such participants have traded, may make claims regarding the quality of trade execution, or allege improperly confirmed or settled trades, abusive trading practices, security and confidentiality breaches, mismanagement or even fraud against us or our participants. In addition, because of the ease and speed with which sizable trades can be executed on our electronic platform, participants can lose substantial amounts by inadvertently entering trade orders or by entering them inaccurately. A large number of significant error trades could result in participant dissatisfaction and a decline in participant willingness to trade in our electronic markets. In addition, we are subject to various legal disputes, some of which we are involved in due to acquisition activity. We could incur significant expenses defending claims, even those without merit, which could adversely affect our financing condition and operating results. An adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results. See note 13 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of our legal proceedings and claims.

We may be at greater risk from terrorism than other companies.

Given our prominence in the global securities industry and the location of many of our properties and personnel in U.S. and European financial centers, including lower Manhattan, we may be more likely than other companies to be a direct target of, or an indirect casualty of, attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.

It is impossible to predict the likelihood or impact of any terrorist attack on the securities industry generally or on our business. In the event of an attack or a threat of an attack, our security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business. Damage to our facilities due to terrorist attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all. The threat of terrorist attacks may also negatively affect our ability to attract and retain employees. In addition, terrorist attacks may cause instability or decreased trading in the securities markets, including trading on exchanges. Any of these events could adversely affect our business, financial condition and operating results.

We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.

We are a legal entity separate and distinct from our operating subsidiaries. Our principal source of cash flow, including cash flow to pay dividends to our stockholders and principal and interest on our outstanding debt, is dividends from our subsidiaries. There are statutory and regulatory limitations on the payment of dividends by certain of our subsidiaries to us. If our subsidiaries are unable to make dividend payments to us and sufficient cash or liquidity is not otherwise available, we may not be able to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock. Further, we have guaranteed the payment of certain obligations by our subsidiary, NYSE Holdings, LLC. This guarantee may require us to provide substantial funds or assets to creditors of our subsidiaries at a time when we are in need of liquidity to fund our own obligations and may affect our ability to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock.

Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.

Our organizational documents contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, ICE. These provisions make a change of control less likely, which may be contrary to the desires of certain of our stockholders. Many of these provisions are required by relevant regulators in connection with our ownership and operation of U.S. and European equity exchanges. For example, our organizational documents include provisions that generally restrict any person (either alone or together with its related persons) from (i) voting or causing the voting of shares of stock representing more than 10% of our outstanding voting capital stock (including as a result of any agreement by any other persons not to vote shares of stock) or (ii) beneficially owning shares of stock representing more than 20% of the

outstanding shares of any class or series of our capital stock. Further, our organizational documents generally limit the ability of stockholders to call special stockholders’ meetings or act by written consent, and generally authorize our board of directors, without stockholder approval, to issue and fix the rights and preferences of one or more series of preferred stock. In addition, provisions of Delaware law may have a similar effect, such as provisions limiting the ability of certain interested stockholders, as defined under Delaware law, from causing the merger or acquisition of a corporation against the wishes of the board of directors.

ITEM 1 (B). UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The net book value of our property was $1.0 billion as of December 31, 2015. Our intellectual property is described under the heading in Item 1 “- Business -Technology”. In addition to our intellectual property, our other primary assets include buildings, computer equipment, corporate aircraft, software, and internally developed software. We own an array of computers and related equipment.

Our headquarters and principal executive offices are located in Atlanta, Georgia and New York, New York. We currently occupy 270,000 square feet of office space in Atlanta in a building that we own that serves as our Atlanta headquarters. Our New York headquarters are located at 11 Wall Street, where we occupy 370,000 square feet of office space in a building we own. In total, we maintain 2.4 million square feet in offices primarily throughout the U.S., U.K., continental Europe, Asia, Israel and Canada. Our principal offices consist of the properties described below.



Location	Owned/Leased		Lease Expiration		Approximate Size
5660 New Northside Drive Atlanta, Georgia		Owned		N/A		270,000 sq. ft.
11 Wall Street New York, New York		Owned		N/A		370,000 sq. ft.
Basildon, U.K.		Owned		N/A		315,000 sq. ft.
Mahwah, New Jersey		Leased		2029		395,000 sq. ft.
60 Codman Hill Road Boxborough, Massachusetts		Leased		2018		100,000 sq. ft.
55 East 52^nd Street New York, New York		Leased		2028		93,000 sq. ft.
32 Crosby Drive Bedford, Massachusetts		Leased		2026		82,000 sq. ft.
Milton Gate London, U.K.		Leased		2024		70,000 sq. ft.
Fitzroy House London, U.K.		Leased		2025		65,000 sq. ft.
100 Church Street New York, New York		Leased		2024		65,000 sq. ft.
Sandweg 94 Frankfurt, Germany		Leased		2019		58,000 sq. ft.
353 North Clark Street Chicago, Illinois		Leased		2027		57,000 sq. ft.

In addition to the above, we currently lease an aggregate of 438,000 square feet of administrative, sales and disaster preparedness facilities in various cities around the word. We believe that our facilities are adequate for our current operations and that we will be able to obtain additional space as and when it is needed.

ITEM 3. LEGAL PROCEEDINGS

We are subject to legal proceedings and claims that arise in the ordinary course of business. Typically, we do not believe that the resolution of these ordinary course matters 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 and claims. See note 13 to the consolidated financial statements in Part II, Item 8 of this Annual Report for a summary of our legal proceedings and claims.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II


ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Approximate Number of Holders of Common Stock

As of February 2, 2016, there were approximately 678 holders of record of our common stock.

Dividends

The declaration of dividends is subject to the discretion of our board of directors, and may be affected by various factors, including our future earnings, financial condition, capital requirements, levels of indebtedness, credit ratings and other considerations our board of directors deem relevant. Our board of directors has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the board or audit committee of the board of directors 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. During the year ended December 31, 2015, we paid dividends of $2.90 per share of our common stock in the aggregate, including a quarterly dividend for the first quarter of 2015 of $0.65 per share and quarterly dividends for the next three quarters of 2015 of $0.75 per share, for an aggregate payout of $331 million in 2015, which includes the

payment of dividend equivalents. Subsequently, in February 2016, the board authorized a 13% increase in our quarterly cash dividend from $0.75 per share to $0.85 per share, payable in the first quarter of 2016.

As a holding company, we have no operations and rely upon dividends from our subsidiaries in order to provide liquidity necessary to service our debt obligations and make dividend payments to our shareholders. We and our subsidiaries are all required to comply with legal and regulatory restrictions, including restrictions contained in applicable general corporate laws, regarding the declaration and payment of dividends. These laws may limit our or our subsidiaries’ ability to declare and pay dividends from time to time.

None of the indentures governing our and our subsidiaries’ outstanding indebtedness contain specific covenants restricting our ability, or the ability of our subsidiaries, to pay dividends absent a default on such indebtedness. Our senior unsecured revolving credit facility in the aggregate amount of $3.4 billion, however, limits our ability to declare and make dividend payments, and other distributions of our cash, property or assets, if a default under the applicable facility has occurred and is continuing, or would occur as a result of our declaration and payment of any dividend or other distribution. Our senior unsecured revolving credit facility contains customary financial and operating covenants that place restrictions on our operations, including our maintenance of specified total leverage and interest coverage ratios, which could indirectly affect our ability to pay dividends. Refer to note 9 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on our debt facilities.

Price Range of Common Stock

Our common stock trades on the New York Stock Exchange under the ticker symbol “ICE”. On February 2, 2016, our common stock traded at a high of $265.75 per share and a low of $262.31 per share. The following table sets forth the quarterly high and low sale prices for the periods indicated for our common stock on the New York Stock Exchange.



	Common Stock Market Price
	High		Low
Year Ended December 31, 2014
First Quarter	$	229.50	$	195.34
Second Quarter	$	207.00	$	185.70
Third Quarter	$	205.13	$	182.40
Fourth Quarter	$	228.79	$	193.42
Year Ended December 31, 2015
First Quarter	$	240.05	$	202.24
Second Quarter	$	242.96	$	221.16
Third Quarter	$	246.39	$	220.28
Fourth Quarter	$	266.74	$	224.64

Equity Compensation Plan Information

The following table provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, 2015:

•Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan

•Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan

•Intercontinental Exchange Holdings, Inc. 2009 Omnibus Incentive Plan

•Intercontinental Exchange Holdings, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors

•Intercontinental Exchange Holdings, Inc. 2000 Stock Option Plan

•Creditex Amended and Restated 1999 Stock Option/Stock Issuance Plan

•NYSE Amended and Restated Omnibus Incentive Plan

•NYSE 2006 Stock Incentive Plan

The 2000 Stock Option Plan and the Creditex Amended and Restated 1999 Stock Option/Stock Issuance Plan were retired on May 14, 2009 when our shareholders approved the 2009 Omnibus Incentive Plan. The 2009 Omnibus Incentive Plan was retired on May 17, 2013 when our shareholders approved the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan. No future grants will be made from the retired ICE or Creditex plans. Certain grants continue to be made to legacy NYSE employees under the NYSE Amended and Restated Omnibus Incentive Plan. Other than the grants to legacy NYSE employees under the NYSE Amended and Restated Omnibus Incentive Plan, all future grants to employees will be made under the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan and all future grants to directors will be made under the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan.



Plan Category	Number of securities to be issued upon exercise of outstanding options and rights (a)		Weighted average exercise price of outstanding options (b)			Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)	2,069,567	(1)	$	160.18	(1)	3,598,433
Equity compensation plans not approved by security holders(2)	25,620	(2)	$	56.33	(2)	—
TOTAL	2,095,187		$	159.66		3,598,433

(1)

The 2000 Stock Option Plan was approved by our stockholders in June 2000. The 2009 Omnibus Incentive Plan was approved by our stockholders on May 14, 2009. The Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan and the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2013. The shareholders of NYSE approved the NYSE Amended and Restated Omnibus Incentive Plan on April 25, 2013. Of the 2,069,567 securities to be issued upon exercise of outstanding options and rights, 770,679 are options with a weighted average exercise price of $160.18 and the remaining 1,298,888 securities are restricted stock shares that do not have an exercise price. Of the 1,298,888 restricted stock shares to be issued, 242,284 shares were originally granted under the NYSE Amended and Restated Omnibus Incentive Plan.

(2)

This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors and the Creditex Amended and Restated 1999 Stock Options/Stock Issuance Plan. It also includes the NYSE 2006 Stock Incentive Plan, subsequent to our acquisition of NYSE. Of the 25,620 securities to be issued upon exercise of outstanding options and rights, 3,873 are options with a weighted average exercise price of $56.33 and the remaining 21,747 securities are restricted stock shares that do not have an exercise price. None of the 3,873 options to be issued were originally granted under the 2006 NYSE Stock Incentive Plan. For more information concerning these plans, see note 10 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report.

Unregistered Sales of Equity Securities

On December 11, 2015, we issued 2,527,658 shares of common stock to the sellers of Trayport in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. On December 11, 2015, we filed a prospectus supplement with the SEC to register these securities for resale by the selling stockholders, in order to fulfill our obligations under a registration rights agreement with the selling stockholders.

On December 14, 2015, in connection with the acquisition of Interactive Data, we issued to the stockholders of Interactive Data, 6,451,547 shares of common stock without registration under the Securities Act in reliance on the private offering exemption provided by Section 4(2) thereof. On December 15, 2015, we filed a prospectus supplement with the SEC to register these securities for resale by the selling stockholders, in order to fulfill our obligations under a registration rights agreement with the selling stockholders.

We did not receive any proceeds as a result of the issuance or subsequent resale of the shares of common stock issued in connection with the Trayport and Interactive Data acquisitions.

Stock Repurchases

The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended December 31, 2015.



Period (2015)	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs(1)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)(1)
October 1 - October 31	232,795	$235.68	6,100,253	$137
November 1 - November 30	—	n/a	6,100,253	$137
December 1 - December 31	—	n/a	6,100,253	$137
Total	232,795	$235.68	6,100,253	$137


(1)	In September 2014, we entered into a Rule 10b5-1 trading plan as authorized by our board of directors permitting open market repurchases of our common stock based on certain parameters described in the trading plan. In connection with our acquisition of Interactive Data during the fourth quarter of 2015, we suspended purchases under our Rule 10b5-1 trading plan. The trading plan

expired at the end of December 2015. During the year ended December 31, 2015, we repurchased 2,868,769 shares of our outstanding common stock under the Rule 10b5-1 trading plan at a cost of $660 million. The shares repurchased are held in treasury stock. As of December 31, 2015, the remaining board authorization permits repurchases of up to $137 million of our common stock with no fixed expiration date. We plan to use our excess cash to pay down outstanding debt in the near future.

ITEM 6. SELECTED FINANCIAL DATA

The following tables present our selected consolidated financial data as of and for the dates and periods indicated. We derived the selected consolidated financial data set forth below for the years ended December 31, 2015, 2014 and 2013 and as of December 31, 2015 and 2014 from our audited consolidated financial statements, which are included elsewhere in this Annual Report. We derived the selected consolidated financial data set forth below for the years ended December 31, 2012 and 2011 and as of December 31, 2013, 2012 and 2011 from our audited consolidated financial statements, which are not included in this Annual Report. The selected consolidated financial data presented below is not indicative of our future results for any period. The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and related notes and Item 7, “- Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.



	Year Ended December 31,
	2015			2014			2013			2012			2011
	(In millions, except for per share data)
Consolidated Statement of Income Data(1)
Revenues:
Transaction and clearing fees, net(2)	$	3,228		$	3,144		$	1,393		$	1,185		$	1,176
Data services fees(3)	871			691			246			161			134
Listing fees	405			367			33			—			—
Other revenues(3)	178			150			58			17			17
Total revenues	4,682			4,352			1,730			1,363			1,327
Transaction-based expenses(2)	1,344			1,260			132			—			—
Total revenues, less transaction-based expenses	3,338			3,092			1,598			1,363			1,327
Operating expenses:
Compensation and benefits	611			592			302			251			250
Technology and communication	203			188			63			46			48
Professional services	139			181			54			33			35
Rent and occupancy	57			78			39			19			19
Acquisition-related transaction and integration costs(4)	88			129			143			19			16
Selling, general and administrative	116			143			51			37			34
Depreciation and amortization	374			333			156			131			132
Total operating expenses	1,588			1,644			808			536			534
Operating income	1,750			1,448			790			827			793
Other expense, net(5)	97			41			286			37			33
Income from continuing operations before income tax expense	1,653			1,407			504			790			760
Income tax expense(6)	358			402			184			228			238
Income from continuing operations	1,295			1,005			320			562			522
Income (loss) from discontinued operations, net of tax(7)	—			11			(50		)	—			—
Net income	$	1,295		$	1,016		$	270		$	562		$	522
Net income attributable to non-controlling interest	(21		)	(35		)	(16		)	(10		)	(12		)
Net income attributable to ICE(8)	$	1,274		$	981		$	254		$	552		$	510
Basic earnings (loss) per share attributable to ICE common shareholders:
Continuing operations(8)	$	11.45		$	8.50		$	3.88		$	7.59		$	6.97
Discontinued operations(7)	—			0.10			(0.64		)	—			—
Basic earnings per share	$	11.45		$	8.60		$	3.24		$	7.59		$	6.97
Basic weighted average common shares outstanding(9)	111			114			78			73			73
Diluted earnings (loss) per share attributable to ICE common shareholders:
Continuing operations(8)	$	11.39		$	8.46		$	3.84		$	7.52		$	6.90
Discontinued operations(7)	—			0.09			(0.63		)	—			—
Diluted earnings per share	$	11.39		$	8.55		$	3.21		$	7.52		$	6.90
Diluted weighted average common shares outstanding(9)	112			115			79			73			74
Dividend per share	$	2.90		$	2.60		$	0.65		$	—		$	—

(1)

We acquired several companies during the periods presented and have included the financial results of these companies in our consolidated financial statements effective from the respective acquisition dates. Refer to note 3 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on some of these acquisitions, including the acquisitions of Interactive Data on December 14, 2015 and NYSE on November 13, 2013.


(2)	Our transaction and clearing fees are presented net of rebates paid to our customers. We also report transaction-based expenses relating to Section 31 fees and payments made for routing services and to certain U.S. equities liquidity providers. For the years ended December 31, 2014 and 2013, we have reclassified $131 million and $14 million, respectively, of transaction based

expenses in transaction and clearing fees, net to transaction based expenses. The amounts reclassified to transaction based expenses relate to certain derivative transactions. For a discussion of these rebates, see Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Revenues” included elsewhere in this Annual Report.


(3)	For the years ended December 31, 2014, 2013, 2012 and 2011, we have reclassified certain revenues in other revenues to data services fee revenues. The revenues reclassified to data services fees include certain NYSE connectivity fees and colocation service revenues.

(4)

Acquisition-related transaction and integration costs relate to acquisitions and other strategic opportunities. The acquisition-related transaction costs include fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, deal-related bonuses to certain of our employees, as well as costs associated with credit facilities and other external costs directly related to the transactions. We also incurred integration costs during the years ended December 31, 2015, 2014 and 2013 relating to our NYSE acquisition, primarily related to employee termination costs, costs incurred relating to the IPO of Euronext and the sale of NYSE Technologies, transaction-related bonuses and professional services costs incurred relating to the NYSE integration.

(5)

Other income (expense), net during the year ended December 31, 2015 includes $15 million in net litigation settlements and accruals. Other income (expense), net during the year ended December 31, 2014 includes $25 million in equity method income from our equity investment in OCC. Other income (expense), net during the year ended December 31, 2013 includes a $190 million impairment loss on our Cetip investment and a $51 million expense relating to the early payoff of outstanding debt. For a discussion of these items, see Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-Operating Income (Expenses)” included elsewhere in this Annual Report.

(6)

The decrease in the income tax expense for the year ended December 31, 2015 is primarily due to the deferred tax benefit associated with future U.K. income tax rate reductions along with certain favorable settlements with various taxing authorities. For a discussion of these items, see Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Income Tax Provision” included elsewhere in this Annual Report.

(7)

During the year ended December 31, 2014, we sold 100% of our wholly-owned subsidiary, Euronext, in connection with Euronext's IPO, and we sold our entire interest in three companies that comprised the former NYSE Technologies (NYFIX, Metabit and Wombat). We treated the sale of these entities as discontinued operations for all periods presented from their acquisition on November 13, 2013 to their dispositions. See Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Discontinued Operations” and note 16 to our consolidated financial statements and related notes, both of which are included elsewhere in this Annual Report, for more information regarding the sale of Euronext and the three NYSE Technologies businesses and their presentation as discontinued operations.

(8)

Our results include certain items that are not reflective of our cash operations and core business performance. Excluding these items, net of taxes, net income attributable to ICE from continuing operations for the year ended December 31, 2015 would have been $1.4 billion; and, basic earnings per share and diluted earnings per share from continuing operations attributable to ICE common shareholders would have been $12.21 and $12.15, respectively. See Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” included elsewhere in this Annual Report for more information on these items.

(9)

The weighted average common shares outstanding increased in 2014 and 2013 over the prior year periods primarily due to stock issued for the NYSE acquisition, partially offset by stock repurchases, and then decreased in 2015 due to stock repurchases, partially offset by stock issued for the Interactive Data and Trayport acquisitions. We issued 42.4 million shares of our common stock to NYSE stockholders, 6.5 million shares of our common stock to Interactive Data stockholders and 2.5 million shares of our common stock to Trayport stockholders, weighted to show these additional shares outstanding for all periods after the respective acquisition dates.



	As of December 31,
	2015		2014		2013		2012		2011
	(In millions)
Consolidated Balance Sheet Data
Cash and cash equivalents(1)	$	627	$	652	$	961	$	1,612	$	823
Margin deposits and guaranty fund assets(2)	51,169		47,458		42,216		31,883		31,556
Total current assets(3)	53,313		50,232		44,269		33,750		32,605
Goodwill and other intangible assets, net(3)	22,837		16,315		18,512		2,737		2,757
Total assets(3)	77,987		68,254		64,422		37,215		36,148
Margin deposits and guaranty fund liabilities(2)	51,169		47,458		42,216		31,883		31,556
Total current liabilities(3)	54,743		50,436		44,321		32,246		31,800
Short-term and long-term debt(1)	7,308		4,277		5,058		1,132		888
Equity(1)	14,840		12,392		12,381		3,677		3,162

(1)

The increase in our equity and our debt as of December 31, 2015 primarily relates to our acquisitions of Interactive Data and Trayport. The decrease in our cash and cash equivalents and the increase in our debt as of December 31, 2013 primarily relates to our acquisition of NYSE. Refer to notes 3 and 9 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on these items.

(2)

Clearing members of our clearing houses are required to deposit original margin and variation margin and to make deposits to a guaranty fund. The cash deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheet as current assets with corresponding current liabilities to the clearing members that deposited them. Refer to note 12 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on these items.

(3)

The increase in the goodwill and other intangible assets as of December 31, 2015, as well as to our assets and liabilities, primarily relates to our acquisitions of Interactive Data and Trayport. The increase in the goodwill and other intangible assets as of December 31, 2013, as well as to our assets and liabilities, primarily relates to our acquisition of NYSE. Refer to notes 3 and 7 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on our acquisitions.


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons. See the factors set forth under the heading "Forward Looking Statements" at the beginning of this Annual Report and in Item 1(A) under the heading “Risk Factors.” The following discussion is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained in Item 6 “Selected Financial Data” and our consolidated financial statements and related notes included elsewhere in this Annual Report.

Overview

Our exchanges include futures exchanges in the U.S., U.K., continental Europe, Canada and Singapore and cash equities exchanges and equity options exchanges in the U.S. We operate OTC markets for physical energy and CDS. We operate central counterparty clearing houses serving the global derivatives markets in the U.S., U.K., continental Europe, Canada and Singapore. In addition, we offer a range of data and connectivity services to our global financial and commodity markets and clearing houses. Following our December 2015 acquisition of Interactive Data, our suite of data products includes an expanded range of fixed income pricing and reference data, analytics and trading service offerings. Through our trading, clearing, listings, data services and post-trade platforms, we bring together buyers and sellers by offering liquid markets, benchmark products, access to capital markets, information, and a range of related services to support market participants’ investing, risk management and capital raising activities.

Our business is currently conducted as a single reportable business segment and the majority of our identifiable assets are located in the U.S., U.K., continental Europe, Asia, Israel and Canada.

Recent Developments

Acquisitions

Interactive Data Acquisition

On December 14, 2015, we acquired 100% of Interactive Data in a stock and cash transaction. The total purchase price was $5.6 billion, comprised of cash consideration of $4.1 billion and 6.5 million shares of our common stock, and their results are included in our consolidated results effective from the acquisition date. The cash consideration is gross of $301 million of cash held by Interactive Data on the date of the acquisition. The cash consideration was funded from $2.5 billion of net proceeds received on November 24, 2015 in connection with the offering of new senior notes and $1.6 billion of borrowing under our commercial paper program. Refer to note 3 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on this acquisition.

Interactive Data is a leading provider of financial market data, analytics and related trading solutions, serving the mutual fund, bank, asset management, hedge fund, securities and financial instrument processing and administration sectors. The acquisition builds on our global market data growth strategy by expanding the markets served, adding technology platforms and increasing new data and valuation services. The combined company will offer customers efficiencies in accessing data on an integrated platform while serving the growing demand for data, analysis, valuation and connectivity globally.

Trayport Acquisition

On December 11, 2015, we acquired 100% of Trayport in a stock transaction. The total purchase price was $620 million, comprised of 2.5 million shares of our common stock, and their results are included in our consolidated results effective from the acquisition date. Refer to note 3 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on this acquisition.

Trayport licenses its technology to serve brokers, exchanges and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. The transaction is expected to enable us to provide new technology and software-related services to our energy customers.

NYSE Acquisition and Related Transactions

On November 13, 2013, we acquired 100% of NYSE for $11.1 billion, comprised of cash consideration of $2.7 billion and 42.4 million shares of our common stock, and their results are included in our consolidated results effective from the acquisition date. Refer to note 3 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on this acquisition.

We successfully transitioned all of the Liffe futures and options contracts to ICE Futures Europe during the year ended December 31, 2014. These products are now made available for trading on ICE Futures Europe via the ICE trading platform. The clearing transition of the Liffe products to ICE Clear Europe was completed in July 2013.

On June 24, 2014, we sold an aggregate 65.8 million shares of common stock of Euronext, representing 94% of all outstanding shares, in three transactions. The three transactions include our sale of 42.2 million shares of Euronext common stock in an initial public offering, or IPO, at €20 per share, 23.4 million shares of Euronext common stock to a group of European institutional investors at €19.20 per share, and 0.2 million shares of Euronext common stock to eligible Euronext employees at €16 per share. On December 9, 2014, we sold our remaining 4.2 million shares of Euronext common stock, representing 6% of the outstanding shares of Euronext, for €95 million ($118 million). We no longer hold any shares of Euronext stock and these four transactions generated an aggregate €1.5 billion ($2.1 billion) of net cash proceeds for us. The net cash proceeds received included cash of $220 million distributed from Euronext as part of the separation of Euronext from us. Euronext was comprised of continental European-based exchanges acquired by us as part of the NYSE acquisition.

NYSE previously operated a commercial technology business, NYSE Technologies, which offered transaction, data and infrastructure services, and managed solutions for market participants. During the year ended December 31, 2014, we sold NYFIX, Metabit and Wombat, the three companies that comprised NYSE Technologies. These sales completed our previously announced intention to divest non-core NYSE Technologies assets.

The results of Euronext, NYFIX, Metabit and Wombat are reflected as discontinued operations in the consolidated financial statements. See “- Discontinued Operations” below. We used the net cash proceeds from the IPO and sales to repay debt, invest in growth initiatives, pursue strategic investments and return capital to shareholders via dividends and share repurchases. See “- Debt”

below. Also, refer to note 16 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on the IPO and sales and the presentation of the results as discontinued operations.

Other Acquisitions

During the year ended December 31, 2014, we acquired 100% of the outstanding common stock of ICE Futures Singapore (formerly Singapore Mercantile Exchange), SuperDerivatives and True Office and acquired 75% of the outstanding common stock of ICE Clear Netherlands (formerly Holland Clearing House). ICE Futures Singapore operates commodity futures markets and a clearing house in Singapore. SuperDerivatives is a leading provider of risk management analytics, financial market data and valuation services. True Office is a developer of interactive technology-driven training services used for compliance and risk management, sales training, customer support and professional development. ICE Clear Netherlands is a continental European clearing house. Refer to note 3 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on these acquisitions.

Consolidated Financial Highlights

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



	Year Ended December 31,								Year Ended December 31,
	2015			2014			Change		2014			2013			Change
Total revenues, less transaction-based expenses	$	3,338		$	3,092		8	%	$	3,092		$	1,598		93	%
Total operating expenses	$	1,588		$	1,644		(3	)%	$	1,644		$	808		103	%
Adjusted operating expenses⁽¹⁾	$	1,365		$	1,389		(2	)%	$	1,389		$	605		129	%
Operating income	$	1,750		$	1,448		21	%	$	1,448		$	790		83	%
Adjusted operating income⁽¹⁾	$	1,973		$	1,703		16	%	$	1,703		$	993		72	%
Operating margin	52		%	47		%	5 pts		47		%	49		%	(2 pts)
Adjusted operating margin⁽¹⁾	59		%	55		%	4 pts		55		%	62		%	(7 pts)
Other expense, net	$	97		$	41		134	%	$	41		$	286		(85	)%
Income tax expense	$	358		$	402		(11	)%	$	402		$	184		119	%
Effective tax rate	22		%	29		%	(7 pts)		29		%	37		%	(8 pts)
Income from continuing operations	$	1,295		$	1,005		29	%	$	1,005		$	320		214	%
Adjusted net income from continuing operations attributable to ICE⁽¹⁾	$	1,359		$	1,104		23	%	$	1,104		663			67	%
Income (loss) from discontinued operations, net of tax	$	—		$	11		n/a		$	11		$	(50	)	n/a
Net income attributable to ICE	$	1,274		$	981		30	%	$	981		$	254		286	%
Diluted earnings per share attributable to ICE common shareholders from continuing operations	$	11.39		$	8.46		35	%	$	8.46		$	3.84		120	%
Adjusted diluted earnings per share attributable to ICE common shareholders from continuing operations⁽¹⁾	$	12.15		$	9.63		26	%	$	9.63		$	8.38		15	%
Cash flows from operating activities of continuing operations	$	1,311		$	1,463		(10	)%	$	1,463		$	714		105	%

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

•

Total revenues, less transaction-based expenses, increased $246 million for the year ended December 31, 2015, from the comparable period in 2014, primarily due to increases in the data services fee revenues, listing fee revenues and Brent crude futures and options transaction and clearing revenues. The data services fee revenues increase was partially due to $50 million in data services fee revenues from Interactive Data and Trayport during the year ended December 31, 2015, subsequent to their acquisitions in December 2015. These increases were partially offset by decreases in certain interest rate futures and options transaction and clearing revenues compared to the prior year periods. See “- Revenues” below for further information as well as a discussion of the other changes in revenues. Also offsetting the revenue increases were the impacts of a strengthening U.S. dollar on our foreign currency exchange rates (primarily for those revenues billed in pounds sterling and euros), which reduced our revenues by $55 million for the year ended December 31, 2015, from the comparable period in 2014. See Item 3 “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information on the impact of currency fluctuations.

•

Total revenues, less transaction-based expenses, increased $1.494 billion for the year ended December 31, 2014, from the comparable period in 2013, primarily due to an increase of $1.461 billion in revenues, less transaction-based expenses, recognized relating to the inclusion of NYSE, including $1.669 billion in NYSE revenues, less transaction-based expenses, for the year ended December 31, 2014 versus $208 million in NYSE revenues, less transaction-based expenses, for the

period from November 13, 2013 to December 31, 2013. See “- Revenues” below for further information on the NYSE revenues as well as a discussion of the other changes in revenues.

•

Total operating expenses decreased $56 million for the year ended December 31, 2015, from the comparable period in 2014, primarily due to decreases in acquisition-related transaction and integration costs (related to lower NYSE integration costs, partially offset by Interactive Data and Trayport acquisition-related transaction costs) and decreases in professional services expenses (related to the reduction in professional services and contractors at NYSE). Operating expenses also decreased due to the impact of a strengthening U.S. dollar on our foreign currency exchange rates (primarily for those operating expenses incurred in pounds sterling and euros), which reduced our operating expenses by $17 million for the year ended December 31, 2015, from the comparable period in 2014. These decreases were partially offset by increases in depreciation expenses compared to the prior year periods primarily due to fixed asset additions relating to the NYSE integration and real estate expenditures relating primarily to the Atlanta and New York headquarters. We also had increases in operating expenses during the year ended December 31, 2015 of $41 million from Interactive Data and Trayport, subsequent to their acquisitions in December 2015. See “- Operating Expenses” below for further information as well as a discussion of the other changes in expenses.

•

Total operating expenses increased $836 million for the year ended December 31, 2014, from the comparable period in 2013, primarily due to $756 million in expenses recognized relating to the inclusion of NYSE, net of integration costs ($1.007 billion in NYSE expenses for the period ended December 31, 2014, including $123 million in integration costs, versus $171 million in NYSE expenses for the period from November 13, 2013 to December 31, 2013, including $43 million in integration costs). See “- Operating Expenses” below for further information on the NYSE expenses as well as a discussion of the other changes in expenses.

•

During the year ended December 31, 2015, other income (expense), net includes $15 million in various litigation settlements and accruals. During the year ended December 31, 2014, other income (expense), net includes $25 million in equity income from our equity investment in OCC. During the year ended December 31, 2013, other income (expense), net includes a $190 million impairment loss on our Cetip investment and a $51 million expense relating to the early payoff of outstanding debt. See “- Non-Operating Income (Expenses)” below.

•

The lower effective tax rate and income tax expense for the year ended December 31, 2015 is primarily due to the deferred tax benefit associated with future U.K. income tax rate reductions along with certain favorable settlements with various taxing authorities. The higher effective tax rate for the year ended December 31, 2013 is primarily due to the non-tax deductible impairment loss on the Cetip investment. See “- Income Tax Provision” below.


•	Income (loss) from discontinued operations, net of tax, for the years ended December 31, 2014 and 2013 include the results of Euronext and NYSE Technologies subsequent to the NYSE acquisition on November 13, 2013 through their dispositions. See “- Discontinued Operations” below.

Factors Affecting Our Results and Business and Market Trends

The business environments in which we operate directly affect our results of operations. Our results have been and will continue to be affected by many factors, including market volatility and the level of trading activity in our markets, which during any period is significantly influenced by general market conditions; legislative and regulatory changes, as well as our fulfillment of our regulatory obligations; competition; demand for our data services and our market share; our system reliability; our ability to offer new products; our acquisition activities and the pace of industry consolidation; broad trends in the data and finance industry; the number and financial health of companies listed on our cash markets; geopolitical events; real and perceived supply and demand imbalances; changing technology in the financial services industry; and our reputation, among other factors. In particular, in recent years, the business environment has been characterized by increasing competition among global markets for trading volumes and listings; the globalization of exchanges, customers and competitors; market participants’ demand for speed, capacity and reliability, which requires continuing investment in technology; and, increasing competition for market data revenues. Price volatility increases the need to hedge risk and creates demand among market participants for the exchange of risk. Market liquidity is one of the primary market attributes for attracting and maintaining customers and is an important indicator of a market’s strength. The maintenance and growth of our revenues could also be impacted if we face increased pressure on pricing.

The implementation of new regulations may impact participation in our markets. Many of the proposed changes with regard to global financial reform are still being determined and have yet to be implemented. In Europe, final regulations have not yet been adopted and significant uncertainties and ambiguities remain around such regulations. As this is established, legislative and regulatory actions may change the way we conduct our business and may create uncertainty for market participants, which could affect trading volumes or demand for market data. As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will have on us. However, it may possibly result in increased costs and the expenditure of significant

resources. As discussed more fully in Item 1 “- Business - Regulation” included elsewhere in this Annual Report, the implementation of MiFID II and its counterpart EMIR, may result in operational, regulatory and/or business risk.

Low interest rates and uncertainty in the financial markets continued to reflect the impact of a slow global economic recovery. Equity market indices became increasingly volatile in the second half of 2015. Economic uncertainty in the Asia and the European Union may also continue to negatively affect global financial markets. In addition, economic uncertainty has continued to affect our clients’ activities, business models and investment over the last several years. We expect that all of these factors will continue to impact our businesses. We have diversified our business so that we are not dependent on volatility, trading activity or participation in any one asset class. In addition, we have increased our portion of non-transaction and clearing revenues from 13% in 2012 to 44% in 2015. This non-transaction revenue includes data and listings, and will continue to increase as a percent of our total revenue with the addition of Interactive Data and Trayport revenues reflected in our full year results. We continue to focus on our strategy to grow our revenue streams, as well as on our company-wide expense reduction initiatives in connection with our acquisitions in order to mitigate these uncertainties.

In recent years, financial institutions globally have acted to control or reduce spending, including spending on financial information and related services. Yet many of the data products and services we sell are required for our clients’ business operations regardless of market volatility or shifts in business profitability levels. While we expect that cost reduction and cost containment pressures will continue, we anticipate that there will be overall growth in the financial information services sector driven by a number of global trends, including the following: increasing U.S. and global regulatory demands; investor demands for transparency; greater use of fair value accounting standards; greater emphasis on risk management; market fragmentation driven by regulatory changes; the move to passive investing and indexation; ongoing growth in the size and diversity of financial markets; increased electronification of fixed income markets; and increasing demand for outsourced services by financial institutions. We contract with clients through data fixed-fee subscriptions (on either a multi-year, annual, quarterly or monthly basis), variable fees based on usage or a combination of fixed-fee subscription and usage-based fees. In addition, some of our data services generate one-time or non-recurring revenue, such as one-time purchases of historical data, set-up services or implementation fees.

Interactive Data's pricing and reference data business grew in 2015 primarily due to expansion in North America and Europe. Growth was driven by strong revenue retention rates; increased demand from existing clients and, to a lesser extent, new clients; contributions from recently launched products; and the effect of price increases. Quarterly revenue retention rates for the pricing and reference data business, which is calculated as 100% less the dollar magnitude of cancellations (including revenue declines from continuing customers related to service downgrades, renegotiations, price reductions and usage declines) received during the prior 12 months divided by the annualized quarterly revenue at the beginning of that same 12-month period, have averaged 94% since 2007, and were 95% for 2015.

Revenues

Total revenues, less transaction-based expenses, exclude revenues related to discontinued operations for the years ended, December 31, 2015, December 31, 2014 and 2013. See “- Discontinued Operations” below. The following table presents our consolidated revenues, less transaction-based expenses, from continuing operations (dollars in millions):



	Year Ended December 31,						Year Ended December 31,
	2015		2014		Change		2014		2013		Change
Revenues:
Brent crude futures and options contracts	$	263	$	231	13	%	$	231	$	228	2	%
Interest rates futures and options contracts	206		268		(24	)	268		43		530
Natural gas futures and options contracts	199		194		3		194		206		(6	)
Other oil futures and options contracts	112		99		14		99		96		3
Gasoil futures and options contracts	93		82		14		82		96		(15	)
Power futures and options contracts	79		77		3		77		74		3
Emissions and other energy futures and options contracts	58		71		(17	)	71		71		—
Sugar futures and options contracts	110		95		16		95		90		5
Other agricultural and metals futures and options contracts	101		96		6		96		82		18
Other financial futures and options contracts	136		128		5		128		43		199
Credit default swaps	149		161		(7	)	161		145		11
U.S. cash equities and U.S. equity options	1,676		1,593		5		1,593		173		1,076
Other	46		49		(6	)	49		46		3
Total transaction and clearing fees, net	3,228		3,144		3		3,144		1,393		126
Data services fees	871		691		26		691		246		181
Listing fees	405		367		10		367		33		1,003
Other revenues	178		150		18		150		58		161
Total revenues	4,682		4,352		8		4,352		1,730		152
Transaction-based expenses	1,344		1,260		7		1,260		132		855
Total revenues, less transaction-based expenses	$	3,338	$	3,092	8	%	$	3,092	$	1,598	93	%

Transaction and Clearing Fees

Our transaction and clearing fees are reported on a net basis, except for the transaction-based expenses discussed below, and consist of fees collected from our derivatives trading and clearing and from our U.S. cash trading and equity options businesses. In our derivatives markets, we earn transaction and clearing fees from both counterparties to each contract that is traded and/or cleared. We receive transaction fee revenues from U.S. equity and equity options markets through the New York Stock Exchange, NYSE Arca, NYSE MKT, NYSE Amex Options and NYSE Arca Options, including routing fees related to orders in our markets which are routed to other markets for execution.

Revenues per-contract are driven by the number of trades executed and fees charged per contract, net of certain rebates. The amount of our per-contract transaction and clearing fees will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, pricing, applicable revenue sharing and market making agreements, product mix and new product introductions. Because transaction and clearing fees are assessed on a per-contract or notional value basis, revenues and profitability fluctuate with changes in contract volume but not to the same degree due to product mix and pricing. See “- Factors Affecting Our Results” above.

In 2015, ICE Brent crude futures and options contracts produced the nineteenth consecutive year of record volume. The Brent crude futures contract is relied upon by a broad range of global market participants, including oil producing nations and multinational companies, to price and hedge their crude oil production and consumption. Brent crude futures and options volume increased 14% for year ended December 31, 2015, from the comparable period in 2014, primarily due to increased volatility in oil prices following price declines and the continuing uncertainty around supply, demand and storage. Based on traded volume in our Brent and WTI crude futures contracts, we had 49%, 54% and 55% market share of the global crude futures contracts volume for the years ended December 31, 2015, 2014 and 2013, respectively. While total oil volume and revenues increased during 2015,

global crude market share declined due to greater volatility in WTI crude oil prices relative to Brent crude oil prices, which drove more trading by non-commercial firms in WTI.

We receive transaction and clearing fee revenues from executing and clearing trades on European interest rate futures and options and additional agriculture and equity derivatives futures and options. Trading volume in European interest rate products is primarily driven by volatility resulting from expectations for changes in the level and term structure of short-term interest rates and in economic data, and trading in equity derivatives, including equity indexes and single stock futures, is primarily driven by volatility. Interest rate futures and options volume decreased 11% for the year ended December 31, 2015, from the comparable period in 2014, primarily due to the low interest rate environment and the associated low volatility of the prevailing zero-interest rate policy in the European Union.

Natural gas revenue increased 3% and volume declined 4% for the year ended December 31, 2015, from the comparable period in 2014, and natural gas revenue declined 6% and volume declined 22% for the year ended December 31, 2014, from the comparable period in 2013. The revenue increase in 2015 and the relatively lower decrease in revenue in 2014, compared to the volume decreases, was driven by growth in European natural gas volume, which has a higher transaction fee as compared to the North American natural gas contract, where volume declined year over year. Decreased North American natural gas volume was primarily due to continued low volatility and low price levels, which produced muted trading activity in comparison to the year ended December 31, 2013. In addition, moderate commodity demand due to muted economic growth, regulatory uncertainty and strong natural gas supply reduced the demand for trading and hedging during 2015 and 2014.

ICE Gasoil is a key refined oil products benchmark in Europe and Asia, which completed its transition to a new gasoil specification in January 2015. Gasoil futures and options volumes increased 19% for the year ended December 31, 2015, from the comparable period in 2014, and decreased 17% for the year ended December 31, 2014, from the comparable period in 2013. The increase in volume during the year ended December 31, 2015 is primarily due to greater price volatility associated with oil price volatility and following the transition to the low sulphur gasoil specification. The transition to the new gasoil specification helped contribute to the lower gasoil volumes during the year ended December 31, 2014.

Other oil revenue and volume grew during the year ended December 31, 2015, from the comparable period in 2014, primarily due to oil price volatility and the introduction of new oil products, as well as the increased use of clearing related to regulatory requirements.

Sugar revenue and volume grew during the year ended December 31, 2015, from the comparable period in 2014, primarily due to price volatility and currency volatility in key currencies. Price volatility was driven by prospects for a bigger than expected shortfall of sugar production after several seasons of surplus. Also, forecast for a stronger than expected El Nino impact are generating uncertainty over sugar production estimates.

CDS clearing revenues for ICE Clear Credit and ICE Clear Europe were $101 million, $97 million and $79 million for the years ended December 31, 2015, 2014 and 2013, respectively. During the years ended December 31, 2015, 2014 and 2013, ICE Clear Credit and ICE Clear Europe cleared $11.9 trillion, $13.7 trillion and $10.7 trillion, respectively, of CDS notional value. Buyside participation at ICE Clear Credit continues to grow by both U.S. and European buyside participants due to the availability of products and cost efficient margining in the U.S. relative to Europe.

CDS trade execution revenues at Creditex and ICE Swap Trade were $49 million, $64 million and $66 million for the years ended December 31, 2015, 2014 and 2013, respectively. The notional value of the underlying CDS traded was $867.7 billion, $1.0 trillion and $904.4 billion for the years ended December 31, 2015, 2014 and 2013, respectively. CDS trading remains muted due to financial reform implementation and lower volatility in corporate credit markets.

U.S. cash equities handled volume increased 14% for the year ended December 31, 2015, from the comparable period in 2014, primarily due to an increase in the total consolidated equities volume and an increase in our market share for the year ended December 31, 2015. U.S. cash equities revenues, net of transaction-based expenses, were $220 million for the year ended December 31, 2015, an increase of 17% from net U.S. cash equities revenues of $188 million for the year ended December 31, 2014.

U.S. equity options volume decreased 20% for the year ended December 31, 2015, compared to the same period in 2014, primarily due to the restructuring of the NYSE Amex Options business. Net U.S. equity options revenues, net of transaction-based expenses, were $112 million for the year ended December 31, 2015, a decrease of 23% from net U.S. equity options revenues of $145 million for the year ended December 31, 2014. While revenues declined during 2015, the overall financial contribution of equity options was consistent with the prior year due to the retention of a higher percentage of profits from NYSE Amex Options driven by our repurchase of the equity in the exchange from the minority shareholders.

Our transaction and clearing fees are presented net of rebates. We recorded rebates of $563 million, $466 million and $497 million for the years ended December 31, 2015, 2014 and 2013, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in the rebates is due primarily to the rebates relating to the addition of European interest rate derivatives markets following the NYSE acquisition, an increase in the number of participants in the rebate programs offered on various contracts and an increase in the number of rebate programs. The level of rebates as a percentage of our total transaction and clearing fees has remained relatively consistent for the past several years.

Selected Operating Data

The following table presents trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as futures and options rate per contract (in millions, except for percentages and rate per contract amounts):



	Year Ended December 31,						Year Ended December 31,
	2015		2014		Change		2014		2013		Change
Number of contracts traded:
Brent crude futures and options	197		174		14	%	174		169		3	%
Interest rates futures and options	370		415		(11	)	415		59		599
Natural gas futures and options	226		235		(4	)	235		301		(22	)
Other oil futures and options	86		69		24		69		64		8
Gasoil futures and options	64		53		19		53		65		(17	)
Power futures and options	29		28		2		28		31		(11	)
Emissions and other energy futures and options	9		10		(11	)	10		10		(3	)
Sugar futures and options	43		36		18		36		35		4
Other agricultural and metals futures and options	47		44		9		44		33		33
Other financial futures and options	115		114		1		114		46		146
Total	1,186		1,178		1	%	1,178		813		45	%

Rate per contract:
Energy futures and options rate per contract	$	1.32	$	1.32	—	%	$	1.32	$	1.20	10	%
Interest rates and other financial futures and options rate per contract	$	0.67	$	0.72	(6	)%	$	0.72	$	0.81	(11	)%
Agricultural and metals futures and options rate per contract	$	2.34	$	2.38	(2	)%	$	2.38	$	2.53	(6	)%

The table above excludes European single stock equities in the other financial futures and options number of contracts traded and rate per contract amounts for all periods shown. The revenue associated with European single stock equities trading activity is capped and, therefore, there is very little correlation between volumes and revenue.

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



	As of December 31,				As of December 31,
	2015	2014	Change		2014	2013	Change
Open interest — in contracts:
Brent crude futures and options	4	4	(4	)%	4	3	50	%
Interest rates futures and options	19	13	47		13	18	(28	)
Natural gas futures and options	18	21	(13	)	21	26	(20	)
Other oil futures and options	5	5	4		5	4	23
Gasoil futures and options	1	1	43		1	1	1
Power futures and options	8	7	5		7	8	(4	)
Emissions and other energy futures and options	2	2	4		2	1	15
Sugar futures and options	2	1	20		1	2	(1	)
Other agricultural and metals futures and options	2	1	15		1	2	(2	)
Other financial futures and options	4	5	(6	)	5	5	(8	)
Total	65	60	7	%	60	70	(13	)%

The following table presents selected U.S. cash and U.S. equity options trading data, subsequent to our acquisition of NYSE. All trading volume below is presented as net daily trading volume and is single counted.



	Year Ended December 31,						Year Ended December 31, 2014		Period from November 13, 2013 to December 31, 2013
	2015		2014		Change		Year Ended December 31, 2014		Period from November 13, 2013 to December 31, 2013		Change
U.S. cash products (shares in millions):
NYSE listed (tape A) issues:
Handled volume	1,205		1,063		13	%	1,063		979		9	%
Matched volume	1,187		1,039		14	%	1,039		949		9	%
Total NYSE listed consolidated volume	3,686		3,391		9	%	3,391		3,112		9	%
Share of total matched consolidated volume	32	%	31	%	1 pt		31	%	30	%	1 pt
NYSE Arca, NYSE MKT and regional listed (tape B) issues:
Handled volume	310		258		20	%	258		218		18	%
Matched volume	296		244		21	%	244		204		20	%
Total NYSE Arca, NYSE MKT and regional listed consolidated volume	1,355		1,099		23	%	1,099		926		19	%
Share of total matched consolidated volume	22	%	22	%	—		22	%	22	%	—
Nasdaq listed (tape C) issues:
Handled volume	217		204		6	%	204		172		19	%
Matched volume	206		189		9	%	189		153		23	%
Total Nasdaq listed consolidated volume	1,894		1,955		(3	)%	1,955		1,746		12	%
Share of total matched consolidated volume	11	%	10	%	1 pt		10	%	9	%	1 pt
Total U.S. cash volume handled	1,732		1,525		14	%	1,525		1,369		11	%
Total U.S. cash market share matched	24	%	23	%	1 pt		23	%	22	%	1 pt

U.S. equity options (contracts in thousands):
NYSE equity options	2,867		3,577		(20	)%	3,577		3,477		3	%
Total U.S. equity options volume	14,793