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Edited Transcript of ICE earnings conference call or presentation 6-Feb-20 1:30pm GMT

Q4 2019 Intercontinental Exchange Inc Earnings Call

ATLANTA Feb 11, 2020 (Thomson StreetEvents) -- Edited Transcript of Intercontinental Exchange Inc earnings conference call or presentation Thursday, February 6, 2020 at 1:30:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* Jeffrey C. Sprecher

Intercontinental Exchange, Inc. - Founder, Chairman & CEO

* Scott Anthony Hill

Intercontinental Exchange, Inc. - CFO

* Warren Gardiner

Intercontinental Exchange, Inc. - VP of IR

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Conference Call Participants

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* Alexander Blostein

Goldman Sachs Group Inc., Research Division - Lead Capital Markets Analyst

* Alexander Kramm

UBS Investment Bank, Research Division - Executive Director and Equity Research Analyst of Exchanges, Ebrokers

* Brian Bertram Bedell

Deutsche Bank AG, Research Division - Director in Equity Research

* Daniel Thomas Fannon

Jefferies LLC, Research Division - Senior Equity Research Analyst

* Kenneth Brooks Worthington

JP Morgan Chase & Co, Research Division - MD

* Kenneth William Hill

Rosenblatt Securities Inc., Research Division - Senior Research Analyst

* Kyle Kenneth Voigt

Keefe, Bruyette, & Woods, Inc., Research Division - Associate

* Michael Roger Carrier

BofA Merrill Lynch, Research Division - Director

* Richard Henry Repetto

Piper Sandler & Co., Research Division - MD & Senior Research Analyst

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Presentation

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Operator [1]

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Good morning and welcome to the Intercontinental Exchange Fourth Quarter 2019 Earnings Conference Call. (Operator Instructions)

Please also note, today's event is being recorded. I'd now like to turn the conference over to Warren Gardiner, Vice President of Investor Relations. Please go ahead, sir.

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Warren Gardiner, Intercontinental Exchange, Inc. - VP of IR [2]

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Good morning. ICE's fourth quarter 2019 earnings release and presentation can be found in the Investors section of the ice.com. These items will be archived, and our call will be available for replay. Today's call may contain forward-looking statements. These statements, which we undertake no obligation to update, represent our current judgment and are subject to risks, assumptions and uncertainties. For a description of the risks that could cause our results to differ materially from those described in forward-looking statements, please refer to our 2019 Form 10-K and other filings with the SEC.

In our earnings supplement, we refer to certain non-GAAP measures, including adjusted income, EPS, operating income, operating margin, expenses, effective tax rate, free cash flow and debt-to-adjusted EBITDA because our non-GAAP measures are more reflective of our cash operations and core business performance. To find a reconciliation to the equivalent GAAP term in the earnings materials and an explanation of why we deem this information to be meaningful, as well as how management uses these measures in our Form 10-K.

When used on this call, net revenue refers to revenue net of transaction-based expenses, and adjusted earnings refers to adjusted diluted earnings per share. Please see the explanatory notes on the second page of the earnings supplement for additional details regarding the definition of certain terms. With us on the call today are Jeff Sprecher, Chairman and CEO; Scott Hill, Chief Financial Officer; and Ben Jackson, our President. I'll now turn the call over to Scott.

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Scott Anthony Hill, Intercontinental Exchange, Inc. - CFO [3]

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Thanks, Warren. Good morning, everyone, and thank you for joining us today. I'll begin on Slide 4 with some of the key highlights from our solid fourth quarter and record 2019 results.

Fourth quarter net revenues totaled $1.3 billion, driven by Trading and Clearing revenues of $626 million and Data and Listings revenues of $672 million. Within Data and Listings, data services revenues totaled $559 million, up 4% on a constant currency basis. For the full year, data services revenues grew 5% on a constant currency basis.

Adjusted operating expenses totaled $570 million in the fourth quarter, and adjusted earnings per share increased year-over-year to $0.95. For the full year, adjusted EPS were $3.88, up 8% versus 2018. We've grown adjusted EPS every single year since we first listed on the New York Stock Exchange 14 years ago.

2019 operating cash flows of $2.7 billion were up 5% versus 2018, yielding record free cash flow of $2.3 billion. Turning to Slide 5, you can see that we returned nearly 90% of that $2.3 billion to shareholders, 19% more than in the prior year. This record $2.1 billion of capital return was more than double the amount we returned the year prior to our acquisition of IDC in 2015. And importantly, we did all of this while maintaining our target leverage and investing in key strategic initiatives across our trading, data, fixed income, mortgage and digital asset networks.

As we turn to 2020, we remain committed to continuing to grow our capital return as we grow. Our Board recently authorized a 9% increase in our quarterly dividend. We've grown the dividend roughly 14% a year since 2013, while over the same period, adjusted EPS have grown around 15%. Our Board also approved a 20% increase in our share repurchase authorization to $2.4 billion, which will allow us to increase our quarterly buyback level to around $400 million while also providing capacity to act opportunistically.

Now let's move to Slide 6, where I'll provide an overview of the performance of our Trading and Clearing segment. Trading and Clearing revenue totaled $626 million in the fourth quarter, down 4% on a constant currency basis. In energy, while fourth quarter revenues were down 5% versus a strong fourth quarter of last year, full year revenues grew 4% on a constant currency basis. This record performance was driven by strong growth in higher RPC products such as our Dutch natural gas contract, or TTF, in addition to other crude and refined products. Importantly, the open interest that built throughout 2019, as anticipated, translated into strong volumes in January, with record energy ADV, up 29% year-over-year; improved RPC; and open interest, up 12% versus the prior year period.

In our ag market, fourth quarter revenues increased 5% year-over-year, including strength in cocoa, coffee and cotton. 2020 is also off to a strong start with January volumes increasing 30% year-over-year, increasing RPC and open interest approaching record levels and up 14% year-over-year.

In our financial futures complex, fourth quarter revenues were down 13% driven primarily by lower interest rate volumes. However, Sterling open interest ended the year up 20% and is up 36% at the end of January. Volumes grew 72% in January, and RPC was stable.

Finally, in our fixed income and credit businesses, revenues totaled $96 million in the fourth quarter. This compares to $83 million last year and includes a full quarter of Simplifile, which we acquired in June of last year.

Next on Slide 7, I'll discuss the Data and Listings segment. Fourth quarter data services revenue totaled a record $559 million, up 4% on a constant currency basis versus the prior year. This marks the 40th consecutive quarter of year-over-year data services revenue growth. For the full year, revenues grew 5% at constant currency and landed right in the middle of the range we provided a year ago.

Fourth quarter growth in Pricing & Analytics was 4% on a constant currency basis. A challenging business environment in Europe partially offset solid growth in North America, accelerating growth in Asia Pacific and double-digit growth in our index business. We expect the impact from the challenges in Europe to persist through the first quarter, after which we anticipate absolute revenue and growth in Pricing & Analytics will accelerate, yielding 5% to 6% growth for the full year.

Exchange data and feeds grew 2% year-over-year on a constant currency basis, driven by solid growth in futures data, offset by softer trends at the NYSE. Desktops and connectivity growth was 7% year-over-year on a constant currency basis, and similar to the last few quarters, was driven by strong performance in our ICE Global Network offering where network capacity grew 14% versus the prior year.

Finally, in our listings business, revenues totaled $113 million in the fourth quarter. The NYSE listed 12 IPOs during the quarter and 58 for the full year. During 2019, the NYSE helped customers raise a total of nearly $112 billion of capital, ranking first globally in total capital raised for the ninth consecutive year.

I'll conclude my remarks on Slide 8 with some 2020 guidance. We expect 2020 data revenues to be in the range of $2.29 billion to $2.33 billion. This includes revenues of $560 million to $565 million in the first quarter and assumes further sequential improvement in terms of both dollars and growth each quarter as we move through the year.

Moving to expenses, we anticipate full year adjusted operating expenses between $2.275 billion and $2.325 billion. As I noted on our third quarter call, you need to add roughly $50 million to the 2019 base to account for Simplifile, the reclass of certain licensing expenses and a few onetime items that we highlighted as we move through the year. Of that base, and very consistent with prior years, compensation expenses will increase by $30 million to $40 million. Expenses related to revenue growth are expected to increase by $15 million to $25 million. And finally, we will make $20 million to $30 million in incremental investments in our technology platforms as well as key growth initiatives such as ICE Futures Abu Dhabi and Bakkt. These investments will be largely funded by $15 million to $25 million of expense efficiencies.

Finally, we expect $570 million to $580 million in the first quarter for expenses, including around $5 million of severance, which we do not expect to recur in later quarters.

In summary, we delivered a solid finish to another record year. We once again grew revenues, operating income, free cash flow and capital return. And at the same time, we invested across our business and are well positioned to once again meet the needs of our customers, grow the top and bottom line and deliver enhanced shareholder returns during 2020 and beyond.

I'll be happy to take your questions during Q&A. But for now, I'll hand it to Jeff to expand on some of our strategic initiatives as we enter the new year.

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [4]

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Thank you, Scott, and good morning to everyone on the call. Please turn to Slide 9. 2019 marked our 14th consecutive year of record revenues and record adjusted earnings per share. It's a track record that reflects the quality of our strategy and more importantly, the execution of that strategy. As growth opportunities emerge around the world, it's our technology, expertise and culture that enable us to quickly and efficiently capture these opportunities. It's an approach that empowers product innovation, and it's a proven model that's yielded both consistent growth and shareholder value creation.

In our natural gas markets, shale production in North America is surging, while legacy LNG contracts across Asia are unwinding. Similar to the evolution of crude oil markets a number of years ago, the liberalization of natural gas is driving demand for a globally recognized benchmark. And our European natural gas complex led by our TTF contract is quickly emerging as the Brent of natural gas with average daily volume up over 100% in 2019,and up 56% on average annually over the last 5 years.

As liberalization takes hold, what were once regional markets such as European TTF and our Japan Korea Marker, called JKM, are becoming increasingly interconnected and global in nature. And it's this evolution that drove record natural gas revenues, up 16% year-over-year in 2019.

In our oil markets, we've invested in building a global platform. Today, our oil complex spans over 600 products, including locational spreads, product spreads, refining spreads and products that are built off our benchmark energy contracts, such as Brent crude and gas oil.

We continue to invest in our energy business. During the fourth quarter, we announced the formation of ICE Futures Abu Dhabi, known as IFAD. In November, the Abu Dhabi Supreme Petroleum Council announced plans to lift destination restrictions on Murban crude, allowing barrels to move more freely and the price against our futures contract, which we plan to launch later this year, subject to regulatory approval. Murban crude is a highly fungible and sought after grade of oil, and it's utilized by a wide range of global customers, including over 60 refineries in the Asia Pacific region. As we've done in the past, we're applying our blueprint for building new marketplaces by partnering with key industry participants such as the Abu Dhabi National Oil Company, as well as 9 of the world's largest trading firms, including Shell, BP, Vitol and Petro China. Leveraging ICE's current technology and infrastructure, the Murban crude contract is expected to clear alongside of our global oil business at ICE Clear Europe, bringing capital efficiencies to customers that are underpinned by our flagship Brent crude oil and low-sulfur gas oil contracts as well as our leading Asian oil complex.

Our performance in the global energy market is a product of the investments that we've made, some more than a decade ago, and our commitment to staying close to our customers. It's an approach that permeates this organization creating long-term relationships and helping to drive effective and efficient product innovation.

This approach is also important to our data business, where we are uniquely positioned to leverage our distribution and our infrastructure to create new content and to expand the breadth of our multi-asset class offering. For example, in early January, we announced that we'll be rolling out a suite of new ESG solutions, including climate risk analytics and ESG reference data. Leveraging our current infrastructure and reference data expertise, customers will soon have access to terms and conditions on nearly 500 ESG data points, such as a company's greenhouse gas emissions or its Board diversity metrics. This will not be a rating, and we will not be providing any opinion. Instead, we will provide our customers with a standardized set consisting of the critical information they need to better assess ESG risks and to establish more precise investment parameters.

In addition our new climate analytics, fueled in part by our leading pricing and reference data, will help customers better understand and quantify key ESG investment factors such as wildfire, flood and hurricane risks. And while we returned a record $2.1 billion of capital to shareholders in 2019, which was a nearly 20% increase from the last year, we also continued to invest in our early-stage growth initiatives across mortgages, ETFs and digital assets. Starting at ICE Mortgage Services, we benefited from strong refinancing trends as well as the continued adoption of digital mortgage solutions. While still a small part of the overall U.S. mortgage originations at less than 1%, over 120,000 eNotes were created in 2019, nearly 8x our 2018 total. In addition, MERS saw a nearly 30% increase in the number of e-registry users in 2019. And in Simplifile, e-recording volumes also set a record, transmitting over 17 million documents through our network in 2019, up 22% year-over-year.

Also in October we launched our ETF hub and shortly thereafter added fixed income capabilities. As we've noted on prior calls, our first phase is focused on building the network by adding authorized participants, known in the industry as APs, as well as additional ETF sponsors. Through the end of January, we're pleased to announce that we now have 4 APs that are actively using the platform made up of JPMorgan, Bank of America, Citadel and Virtu, marking an important step towards building liquidity in primary trading, which is otherwise known as the ETF create, redeem process. In addition, over 70 of BlackRock's fixed income ETFs have utilized the platform so far, funds that now represent the vast majority of BlackRock's fixed income ETF assets under management. And in fact, yesterday, we announced the acquisition of Bridge2 Solutions, a platform that we believe will accelerate the second phase of our digital asset strategy.

A little more than a year ago, we outlined our future plans for Bakkt. Our mission was to build a broader ecosystem to support the full life cycle of a digital asset. We began by building a regulated Bitcoin custody solution as well as launching regulated Futures & Options on Bitcoin, all to enable greater price transparency and to provide institutions with a trusted regulatory framework.

In late October, we announced that we'll be launching a new consumer app, serving as a wallet for a broad array of digital assets. Now from airline miles to hotel points to cryptocurrencies, users will be able to seamlessly manage, convert and transact across this platform.

Aligning our historical B2B platform with these new B2C solutions will position Bakkt as an aggregator and a marketplace for a broad set of digital assets. Our acquisition of Bridge2 Solutions will be an important part of accelerating these initiatives. Bridge2 supports roughly 4,500 different loyalty incentive and employee perk programs across a broad range of industries, including the loyalty and rewards programs of 7 of the top 10 U.S. financial institutions. Together, these initiatives will expand Bakkt's presence across an asset class that today stands at over $1 trillion in value.

Now if you'll turn to Slide 10. 2019 was another record year at ICE. And as we move into 2020, we're focused on applying our expertise and our technology to drive transparency and efficiency for our customers and create value for our stockholders.

As I wrap up my prepared remarks, I want to thank Chuck Vice for the immense contribution he's made to ICE for the last 20 years. While not as much a presence on the call these days, chuck has been mission-critical to setting our strategy, executing on our growth initiatives and importantly, shaping our culture for our younger generation of managers. Chuck will officially stay on as an adviser to me into 2022, but his impact on ICE will undoubtedly extend well beyond that.

I also want to thank our customers for their business and their trust in 2019, and I want to thank my colleagues for the efforts that they've contributed to yet another record year for ICE.

And finally, if you'd allow me to, I'd like to share my thoughts on how we think about shareholder value creation. ICE has a long history of creating shareholder value, and we've done so by thinking outside the box and by engaging in value-accretive transactions, building partnerships and delivering on organic growth opportunities that others have not considered or did not have the vision or ability to successfully execute. We have, for many years, held an internal bimonthly meeting with ICE senior management to kick around new ideas on how to engage with third parties or respond to third-party inquiries, which could culminate in business combinations or licenses or partnerships or even ICE divestitures. In fact, a routine part of our quarterly meetings with our Board of Directors is to discuss the best of these ideas to gain further input. We look to be opportunistic, and we hold such meetings to develop new ideas in order to exploit the talents and the technologies, the capabilities and the assets that we've already assembled for the benefit of our shareholders. One only has to look at our 2019 results and our 2020 guidance to see the power inherent in our current platform. We have and we always will take a disciplined approach to acquisitions. It's an opportunistic and proactive approach that does not preclude, but instead encourages, exploratory conversations and thought alongside of our rigorous analysis. And it is that approach that has resulted in a long track record of value creation for our shareholders, as demonstrated today here on this Slide 10.

When we started ICE, our goal was to build an online marketplace, one that would match buyers and sellers of electric power. Back then, I sought out an opportunity to visit eBay to meet with its CEO, Meg Whitman. I was in search of advice on how to build an online marketplace, something that she was uniquely positioned to offer me given the similarities between our business models. After all, we both match buyers and sellers. We both collect and organize data. We both work with third parties to provide physical distribution. We both build useful analytics to enhance the transaction experience, and there were clear parallels between new ideas in the market for centralized clearing, which we didn't have at the time, and an Internet-based PayPal. While our respective marketplaces serve different customer bases, they're still marketplaces. And there is much to be gleaned from similar businesses that operate in different industries, different regions and different customer verticals.

In the case of our recent statement related to eBay, like many other firms that we converse with, the company for reasons of its own was not interested in delving into the range of ideas that we hope to engage with them on. And thus, we're not able to move forward or validate whether any of our ideas have any true merit. Ordinarily, we would just keep an open dialogue in the hopes that our paths would cross at a more fortuitous time. But press leaks that suggested there was some imminent business combination has required us to clarify the current situation.

And with that now, I'm going to turn the call back to our moderator, Rocco, and he'll conduct the question-and-answer session for us until 9:30 a.m. Eastern Time.

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Questions and Answers

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Operator [1]

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(Operator Instructions) Today's first question comes from Rich Repetto of Piper Sandler.

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Richard Henry Repetto, Piper Sandler & Co., Research Division - MD & Senior Research Analyst [2]

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Good morning, Jeff, Scott. So first, thank you for the remarks at the conclusion of the prepared remarks. I think, Jeff, everybody looks at you as most innovative guy in the space, the true visionary in the exchange space, at least I do anyway. But I think most of us got caught off guard by the media reports. And I know you made some of the connections just in the prepared remarks, but where I think this got a little bit -- caught more attention than the normal is that the size of the transaction. The media is saying it was over $30 billion, that being almost 60% of your market cap. So I guess the question is, can you say anything to that magnitude of a transaction? And then maybe and if it is true, then just go deeper into the connection that you saw. And I know you did some of that in the prepared remarks. But why -- what do you see the value here in eBay? What's the angle?

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [3]

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Sure. Well, I want to be respectful to eBay because they're not engaged with us, and to a certain degree, it's kind of like a question where you ask me, we're standing out in front of my neighbor's house, and you say, if you own that house, how would you redecorate their living room? And I was raised to not do that. And I also want to have a good relationship with my neighbor. So I don't really want to talk about their business too much. But I guess, I was surprised that the market views, just the inquiry, as being so unique. This company was for probably more than a decade run by Devin Wenig, who many people on this call know, because prior to that job, Devin ran and built a company that's now known as Refinitiv, which is a foreign exchange trading platform and a large data distribution network, and a company that is now under acquisition by the London Stock Exchange, a peer of ours in the industry. And as Devin advanced above the operation of the eBay marketplace to run all of eBay, he was replaced by a fellow known as Scott Cutler. Scott Cutler, prior to that job, was the right-hand of Duncan Niederauer and worked for us at the New York Stock Exchange and now is running an exchange e-commerce platform unicorn, known as StockX. So the idea that we would reach out to people who I know, who many of you on the phone know, to talk about whether or not there are parallels between their business and our business, I didn't think it's particularly shocking and outrageous. But out of respect to the company, they have their own ideas and agendas, and their new CEO, Scott Schenkel, is dealing with a lot of activity in inbounds with activists in their stock. And so I want to be respectful of him and the decisions that they're going to make on how they're going to run their business.

But that being said, I think, Rich, in your world, you have the analysts that look at exchanges and data companies as a vertical and look at e-commerce platforms and technology companies as a vertical. And you think of those as being in 2 different atmospheres in 2 different verticals. But for more than a decade, the Board of Directors of eBay, at least in my view as an engineer, looked at their company largely as one that had more synergies and characteristics of what comes out of the exchange world than the e-commerce world. And I'm not sure that it's been fair for the market to hold eBay accountable as an e-commerce company and compare it to the likes of Amazon, and whether or not it should be viewed as a 25-year-old cash market for collectible goods, which looks a lot more like the New York Stock Exchange than Amazon. And that curiosity and the fact that we know people there led us to open a dialogue. And that's kind of the end of the story. So hopefully, that helped characterize some of the confusion out there.

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Operator [4]

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Our next question today comes from Ken Worthington of JPMorgan.

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Kenneth Brooks Worthington, JP Morgan Chase & Co, Research Division - MD [5]

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Maybe, Scott, on third quarter call, you said that Pricing & Analytics revenue and growth would improve again in 4Q on a workflow automation shift from -- or to passive in fixed income. Revenue did grow, but just $1 million, and growth fell sequentially from 3Q to 4Q from 5% constant currency to 4% constant currency. And you, again, in your prepared remarks said that growth would improve throughout 2020. So maybe why did we see the growth rate fall in 4Q rather than rise? And help us get confidence that the trend will kind of reverse and improve throughout this year.

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Scott Anthony Hill, Intercontinental Exchange, Inc. - CFO [6]

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Yes, that's a great question, Ken, and a fair one, because I also said on the second quarter call that I thought the price and analytics business would see a stronger fourth quarter than we saw.

Let me start with the good news. Number one, I think the key metric that we look at is ASV. And from an ASV standpoint, we entered the year with Pricing & Analytics at 5%. And I'll come back to why I think that's going to get better. So that's an encouraging fact. Our growth in North America in Pricing & Analytics has been very solid, around 5% to 6%, for the last 3 years, and we expect that will continue as we move into the year.

Asia -- Asia growth or growth in Asia, which I'll admit is only 5% to 6% of the revenues, really took off last year. And it took off because as we move through '18 and '19, we recognize that in a much more disaggregated market, an extended sales team was necessary. And so we started to make those investments in '18. They don't immediately hit the ground running. But as we moved through the back half of '19, we saw the productivity of that sales team really grow, the revenue growth really started to take off. And so the investments in '18, the hiring in '19 and the intent to continue to hire in '20, all of which is reflected in our expense guidance, gives us a lot of confidence that Asia growth will continue to accelerate as well.

Europe is really where we saw the slowdown in 2019, and I think there are couple of factors that are at play. One is Europe is a fairly uncertain business environment right now. And so we saw customers who have been doing a lot of work getting ready for various regulatory changes in '18 and '17 before it really paused in '19, try and figure out what is Brexit going to mean to me? What are the next decisions I'm going to make? If I'm in the U.K., what rules and regulations am I subject to? If I'm in Europe, how might this change? If I've got -- if I'm both in U.K. and Europe, what changes might exist as well? So we did see a bit of a pause with customers as we move through '19. Again, none of that was new. We were seeing it as we move through the year.

In addition, we made some changes in Europe related to our pricing and billing to try and get to more of a global standard approach, and we saw some impact from that, some customer confusion over some of those changes. And that's really where I missed the call on the fourth quarter. We ended up having some -- again, some lower consumption in the fourth quarter and even some credits that we issued, that impacted revenue negatively in the fourth quarter that I just didn't see coming, not because I wasn't aware of the changes, but I just didn't anticipate the impacts that we would see.

Good news is, that's behind us. And as I said in my prepared remarks, a little bit of that challenge persists into the first quarter. But from there, we think growth accelerates. And then you asked the question, why should we be confident about that? The reason you ought to be confident about that is because just like we did in Asia, we have really been making a big investment in European sales force. We added 10% to the sales team last year. We're going to add another 16% this year, again, all reflected in the expense guidance I gave you. Every one of those sales resources will immediately be positively productive, meaning they'll generate more revenue than expense. And the overall sales team will generate productivity around 6%, 7% this year. And so investments in the sales team that we started last year will continue this year, and I'm confident having been at recently the sales kick off that, that team is very motivated to turn the growth story around. And with a lot of these customer challenges behind us, I'm confident they can do it.

The other thing that gives me a lot of confidence is Brexit's behind us. And now, customers are going to have to figure out, all right, now that I know Brexit's done, I've entered the world where I need to get back to work on making our business better. And we think we have a lot of data offerings that can make our customers' businesses better. New products will play a big part of it. We've recently talked about, and Jeff did in his prepared remarks, our ESG offerings. As you know, Ken, ESG is far more mature in Europe. And so customers will be looking at those products, I think, in a positive way. And I think that will generate growth in the back half of the year.

And so if you take all those factors into consideration, I missed the fourth quarter and I missed it twice. But the challenges that resulted and the credits that lowered revenue in the fourth quarter, again, are behind us. There's -- the investments in the sales team, the new product innovation, the fact that Brexit's behind us, all that gives me confidence that Europe will rebound. And as it does, in dollars and in growth terms, overall Pricing & Analytics will as well. And I fully anticipate that we will see 5% to 6% growth in the Pricing & Analytics business in 2020, which again is consistent. That business has grown about 6% on average over the last 3 years, and we think it will again this year.

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Operator [7]

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Our next question today comes from Alex Kramm of UBS.

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Alexander Kramm, UBS Investment Bank, Research Division - Executive Director and Equity Research Analyst of Exchanges, Ebrokers [8]

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So I'd just stay on the same topic as Ken, just now on the data, you sound fairly optimistic with your commentary was all about Pricing & Analytics. If I look about at your overall guidance for data, I think you also committed on the last quarter to 4% to 6% overall for 2020. I don't want to split hairs too much, but I think when I calculate, your guidance is, I think, 3.6% to 5.4%, FX is helping you, I think, this year. So are you essentially taking that 2020 4% to 6% off the table? And it's more, like, I don't know, 4% to 5%? Or where do we end up? So maybe a little bit more commentary about some of the other challenges or tough comps that you're facing in the other businesses, please?

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Scott Anthony Hill, Intercontinental Exchange, Inc. - CFO [9]

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Yes, it's a good question, Alex. This one, though, I'm going to take credit for having said it correct last quarter. What I mentioned last quarter is that I was confident that the Pricing & Analytics business will grow 5% to 6%. I just reiterated that. I said I thought we'd see solid connectivity growth of around 4%, which again over the last 3 years, on average, is about what we've seen. Capacity, as I said, was up 14% last year. We anticipate it's going to be up 8% this year. I'm very confident in that business. And what I said is I thought if you added all that together, without me saying anything about the exchange data business, we'd be in the 4% to 6% range. And I mentioned, consistent with our model.

I think the math you did is exactly right. I think if you look at the midpoint of our guidance and where the street is right now, it aligns perfectly. The challenge that we've got is on the exchange data side. We've seen softness related to the exchange data at NYSE. And as you know from following the company as long as you have, on the exchange data side we don't tend to see necessarily meaningful growth every single year. Every 18 to 24 months, as we add product, as we find opportunities to capture value in our pricing, we do that. There's not a lot of price change that is coming through the exchange data side for the futures business in 2020. And so if you roll all that together, very strong performance in Pricing & Analytics as it rebounds from some of the challenges in Europe. I mention continued strong demand for capacity, which I've indicated to you, I believe, is the leading indicator, just like open interest is for future revenue growth out in '21 and '22 and beyond. So solid performance in the connectivity business is capacity growth. And then challenges in the exchange data space that I don't think would surprise any of you listening to the call.

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [10]

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Yes, Alex, this is Jeff. Let me just iterate on that last point, because I've mentioned in prior calls, and I wanted to highlight again for you that at the Securities and Exchange Commission, there's a group of people that have tried to use the rule-making process to lower the fees for equity exchange data. It's had just the opposite impact, which is it's paralyzed the exchange data pricing debate. There are lawsuits going on rule-makings, new filings, so on and so forth. This just sort of freezes time and will, in my mind, for a very long time going forward as lawsuits are litigated and appeal and what have you. So as Scott and -- is putting a model together and as management is thinking about revenue opportunities there, we just basically say it kind of is going to be what it's going to be. I don't expect it to go up. I don't expect it to go down. It's really pretty frozen. And I don't think that's necessarily the intent of the customers that have been trying to advocate for this, because it's frozen in a sense that we couldn't even lower prices if we wanted to. And so it sort of is what it is, and that's why Scott has mentioned, you all that follow this space can see that.

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Operator [11]

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And our next question today comes from Alex Blostein of Goldman Sachs.

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Alexander Blostein, Goldman Sachs Group Inc., Research Division - Lead Capital Markets Analyst [12]

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So maybe go back to the M&A discussion for a second. So I guess, since the IDC deal, ICE is really kind of focused on more bolt-on deals to really sort of build on your core capabilities, whether it's trading, data connectivity, et cetera. I guess, all deals are kind of on the smaller side, your interest in eBay, albeit early and imply potentially a wide range of things, but including maybe something larger. So has anything changed? And I guess, as we look forward, should we anticipate larger deals from ICE in the future, including maybe in verticals that are not as obvious to us as what we've seen in the past.

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [13]

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It's a good question. And I'll try to -- and you and I have spoken publicly about some of our philosophy to some of your clients, but let me just reiterate it for others. We have a great platform. And you just look at this first quarter and where we're going, it is phenomenal. The legacy businesses that we've built and the efficiencies that we've plugged into that platform are going to deliver growth. And so I look at my job and the job of the managers that are my colleagues sitting around this table. And as we think about whether or not we can create additional growth in alpha for investors, we've really landed in 2 places that seem to work for this company. One is to buy smaller companies that are earlier in their life, where if we plug them into that platform that I just mentioned, we can accelerate their growth. And we've done a number of things like that. If you look at our mortgage business, I think it's probably the fastest-growing part of ICE. These were smaller, younger companies that we've put together and put on a very, very efficient new platform that we've tweaked and built, and they're growing double digits. And I think we'll continue to do that.

I think this acquisition that we announced yesterday, Bridge2, I mean when we talk about thinking outside the box, I don't think any of our investors or peers have ever thought about whether or not you should be listing airline miles on an exchange. But these are the kinds of things that we're thinking about in terms of the second part of your question, which is are you looking at new verticals.

The other thing that generates good returns for our investor base is if we buy older, larger, mature companies where we can do something, and this was like IDC, like NYSE, where we can do something with our platform and technology that would take an otherwise business that may be declining and reinvigorate it. And I mean, to a certain degree -- and we really believe that, by the way, and to a certain degree, we had a bit of audacity when we bought Interactive Data. We said, if we buy this company, we think we can double its growth rate, and we did. And you should ask us, well, why would you say that? You didn't even have a sales force in the -- in ICE, you didn't even have a billing platform that could send out an invoice for somebody that wanted to buy data. And yet, we -- and we were not in the fixed income space, and that was a large fixed income platform. And what is the audacity of this management team at ICE to say, you can buy this business and double it. And the reality is because we really believe in the underpinnings of our platform and this network distribution that we have. And we took that company, and within a year, we had dramatically improved its top line growth while eliminating tremendous cost by getting on this efficient infrastructure that we've built around here.

So those 2 ends of the barbells, larger companies, more complicated companies that could use invigoration, and smaller companies where we can improve their distribution, tend to be how we best create value. Typically, as you know, Alex, most people come to us to talk about companies in the middle that are fully valued and might be really attractive businesses and they are and they are businesses, we would love to own. But they're at a point where they're doing fine on themselves, and there's nothing that we could do that would invigorate them to a degree that would overcome any premium that we might have to pay. And we're just not people that want to subject our investor base to those kinds of acquisitions because they tend to be red/black bets in the long run. And on either end of the barbell are pretty well sure things for us. And we're in the luxurious position where we don't have to do anything. And so we can -- because the platform is so strong as designed, that we have the luxury of having these biweekly meetings that you and I have talked about in the past -- bimonthly meetings, excuse me, to think outside the box.

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Operator [14]

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And our next question today comes from Kyle Voigt of KBW.

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Kyle Kenneth Voigt, Keefe, Bruyette, & Woods, Inc., Research Division - Associate [15]

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Maybe just a question on the Bakkt. As you mentioned, you're planning to launch this consumer app later this year. I guess, what are you looking at to evaluate the success of the consumer app and maybe back more broadly? Is it just adoption rates at first? And then how should investors really think about the revenue model over the medium term from kind of that -- the consumer-facing part of that business?

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [16]

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It's a good question, and we set it up as a separate brand. And we set it up as a company with separate investor pool so that we could have owned 100% of the company, but we elected not to because it may have a different growth metric and valuation metric than our core business. And that was intentional, give us flexibility that at some point, we could pull it all in. At some point, we could spin it all out. At some point, we could bring in other partners. And so we have a capital markets flexibility around the way we've organized and named the company and set up the management. And in fact, we have them within our offices in a unique space that's key card controlled by them. And so that it's truly allowed to operate within our ecosystem as a startup.

And that regard, the next big hurdle for the company will be getting that app into consumer hands. And we will be looking at consumer adoption more than revenue or expense. Fortunately, the company is not a particularly big drain on us. And with Bridge2, Scott will update you in the next quarter about how the company looks. But we have a lot of financial flexibility now with the company given that it has a revenue stream, both from trading and from operation of all these rewards programs for 4,500 companies. And so I'll be looking more towards consumer adoption. We also are engaged with -- while we've talked about 1 consumer-oriented company on this call, we're engaged with a lot of consumer-oriented companies. And we've been very public about our engagement with Microsoft and how -- whether or not this platform can deal with digital game pieces and whether there is a market and a marketplace for digital gaming assets, and that would fit nicely with other digital assets. And so we are having a lot of conversations with larger consumer brands and merchants with some interesting ideas now that we've got rewards and cryptocurrency and potentially gaming in one ecosystem.

And what else? What else could plug into that? And what are the synergies between various businesses? Is it a case that an airline would like to have a different rewards relationship with certain kinds of partners, with certain kinds of consumers? Is there consumer data that can be shared across a collection of retailers that would -- that view a common customer base that can use their rewards programs and incentives in different ways? Can more millennials be attracted to those companies by virtue of having cryptocurrency or gaming assets in that ecosystem? And so the conversations that we're having across a broad range of industries really lead me to say, not so much revenue and bottom line, but it's broad adoption, I think, for 2020 that we'll be looking towards.

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Operator [17]

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And our next question today comes from Michael Carrier, Bank of America.

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Michael Roger Carrier, BofA Merrill Lynch, Research Division - Director [18]

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Maybe one more on -- just more capital allocation and M&A., and Jeff, you provided a lot of commentary on strategy and how you think about new transactions, which is helpful. And then maybe, I guess, maybe more on the financial aspect. When you're looking at areas that are maybe newer or not as straightforward to, like, the core business, how do you guys think about maybe the potential opportunities, but maybe the potential risks when you're looking at things that aren't as straightforward?

And then the timing of maybe like the financial returns versus like those end market deals. If you can just put some context around it, whether it's Jeff or Scott?

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Scott Anthony Hill, Intercontinental Exchange, Inc. - CFO [19]

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Yes, that's a great question, and I really appreciate you asking it because I think it's important. Jeff, I think, very clearly stated that everything that's been discussed is very consistent with the same structure that we followed for 15 years, the biweekly meetings, the way we thought strategically about the deal, the thoughts on how we use our platform, our management expertise to think about combinations. The financial approach is exactly the same. It's very -- in the summer of 2017, we walked you through precisely how we think about M&A that we expect deals to generate returns on investment above 10%, that we expect synergies to largely be realized in the first 3 years, that we look for deals that deliver accretion, and that's intentionally kind of third down the list because it's really that return on investment and the importance of it being above our cost of capital and above our hurdle rate, that's really important. And that financial model, that financial discipline, is how we approach every single deal. Whether it's a bolt-on deal or a big deal, it's an obvious deal or a less obvious deal, the financial approach is exactly the same.

Now clearly, to the extent that the deal that's a little bit off the beaten path, it's really important to be able to get in due diligence. And yes, we expect we can get synergies, but where might those synergies be? And so the important elements of the model with deals that are, again, a little more off the beaten path, really are -- we need to go in and validate where we think the cost can come out, where we think the platform synergies will exist. But again, the approach to it is no different. The same financial discipline, the same financial models. And frankly, the same financial hurdles that we've told you guide our capital allocation are exactly the ones we apply to every single deal regardless of the nature of that deal.

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [20]

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And let me just give you a -- that was a quantitative answer. Let me give you a qualitative point that I hope doesn't get lost on our investor pool. This is a founder-led company, and I'm surrounded by a management team that we have worked together for a very long time. And we really know, and I definitely know, what this company is and isn't. Like to a certain degree, I mean, we've stitched it together. Like I really know what we do well, but more importantly, I know what we don't do well. I know areas that we are really poor at. And there's no illusion that somehow we're going to magically get better at something. And by the way, unless we decide we want to get that expertise, but generally speaking, we know the lane that creates value for us and we've used that same model over and over and over again, and there's no reason to deviate from that model. And so when we think about, is there a marketplace for airline miles or swords and sickles that are on a video game, we're not crazy. We didn't lose our minds. We know what our platform does and we know how to lever it. And we feel really good about our ability to continue to find new asset classes. And maybe more importantly, for this investor group, like mortgages, like fixed income, create and redeem, things that other management teams haven't touched but -- both done well to our platform. And so I just want to reassure everybody that the founder is still here and the management team that is -- that I'm a part of is still together. And we know who we are. We know what we do, and we didn't lose our minds over the weekend.

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Operator [21]

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Our next question today comes from Dan Fannon of Jefferies.

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Daniel Thomas Fannon, Jefferies LLC, Research Division - Senior Equity Research Analyst [22]

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And I guess, just one more on M&A, and I appreciate all the commentary thus far. But I guess, just the current context of what you guys are looking at today and how different that might be than, say, a year ago in terms of your outlook and outreach towards M&A and the number and size of deals. And I guess, just based on what you've said today and outlined in terms of your track record, I guess, point like why wouldn't eBay engage with you, given the success you've had previously?

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [23]

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Well, it's easy to answer the second part first, which is I don't know. But I -- and I also mentioned that the first outreach to eBay was roughly 20 years ago, so it's not one touch, okay? But -- so we think about things in the long run. By the way, when we bought the New York Stock Exchange, people were shocked, and it came as a big surprise. My gosh, we've been talking to the New York Stock Exchange since we were a start-up. So to a certain degree, opportunity has to present itself. Timing has to present itself that both management teams feel like it's the right move at the right time. And you have to respect other people -- and as a public company CEO, I'm totally respectful that different managements have different agendas, and they have different struggles and different opportunity sets. And we can't see them, and we don't know them, what they are. And so I would never be critical if somebody who wants to rebuff us, because I take -- we rebuff people all the time. And -- but we try to stay nice and close because you live long lives and you never know. And here we are, 20 years after I sat with Meg Whitman. And in fact, I asked Meg Whitman to be on my Board of Directors, honestly, and I asked for a lot of guidance from her. And she's lovely and helpful and provided a real incentive and goal for us as a start-up. And so -- anyway, I think you should assume that we have -- that we're not unique with this one leak, that there are dozens and dozens of companies that we have had long time touches with that we could talk to and share ideas with -- that have gone on and will continue to go on.

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Operator [24]

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And our next question today comes from Ken Hill of Rosenblatt.

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Kenneth William Hill, Rosenblatt Securities Inc., Research Division - Senior Research Analyst [25]

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I wanted to come back to Bakkt for a minute. You guys have talked about -- a lot about M&A, but I was wondering if you're considering any partnerships in that space with some of the traditional payment players because loyalty programs seems like a hot area. And I ask because a lot of the payment firms I cover when they roll out new products, they're doing it over tens of millions or hundreds of millions of customers. So could a partnership in that area help jump-start some customer adoption for Bakkt?

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [26]

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It's good -- it's a very good question. If you look at the employee pool and the talent that we've recruited to Bakkt, there's a lot of people that have come from various payment companies and now people that have come from rewards companies once we close with Bridge2. And so we have a pretty good canvas in terms of having private dialogues with various companies. And there is a lot of conversation going on. At that level, a lot of conversation with traditional banking and Wall Street who are thinking about what is the fintech will look like for banking when we go to a zero-commission stock trading environment for retail consumers. What -- how is fintech going to change the broad financial services landscape? And gee, here's Bakkt and it has a digital wallet with a lot of connectivity right now, and what else can be done with it? So there's a tremendous number of conversations going on. But importantly, we have built really an industrial-scale platform there that we have been working on now for well over a year with dozens and dozens and dozens of engineers that have built something that we know will scale, because we're in a scale business that can hopefully look right out of the box as a company that doesn't look and feel like a traditional start-up in terms of its ability to deal with some traditional payments, people or banks or merchants, because I've talked to a lot of fintech entrepreneurs. And one of the things that a lot of people don't understand and rightly so, and not to be critical, but financial services has a lot of rules and regulations around the world, and we exist in that ecosystem and understand how we're going to be judged and monitored.

And successful businesses need to scale. And then that's not easy to do. And a lot of younger entrepreneurs building fintech don't fully recognize that when you're handling other people's money, you really need a very powerful ecosystem with internal audit and checks and balances and surrounded by a cybersecurity overlay. So -- and all of that's getting built in, which gives us flexibility to talk to some of the kinds of companies that you're thinking of, because I think it's going to be an attractive platform.

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Operator [27]

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And our next question today comes from Brian Bedell of Deutsche Bank.

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Brian Bertram Bedell, Deutsche Bank AG, Research Division - Director in Equity Research [28]

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Great. Maybe just continuing along that, again, Jeff, these -- your answers are really insightful here. So we really appreciate it. The -- just assuming given your conversation for eBay, you're really talking about the marketplace component of eBay. But maybe more broadly, what is it that your -- that the ICE platform, why is that uniquely positioned to leverage a consumer marketplace?

And then maybe just talk about what are your ambitions, longer-term, to move more into the consumer space versus the B2B space that ICE has always been in especially on the financial customers.

And then just a quick one for Scott. How much do you think you could raise the debt-to-EBITDA capacity if you're bringing on a more recurring revenue business versus just the ICE legacy business right now?

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [29]

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But let me just say, again, I don't want to comment on eBay and how they run their company or how we would help them run their company. Those are conversations that at some point, we'd love to have with eBay management if they're open to it. But I don't really want to do that in public.

But let me just say that I will tell you that a large platform that we have, which is largely a database management platform. Doesn't really know whether or not the top high-frequency trading firm that's using a liquid-cooled computer and blasting bits and bytes off the ionosphere in order to interface with us, that bit and byte is no different than a retiree sitting in their kitchen, clicking on a mouse. Our ability to handle massive amounts of data securely, efficiently, put it in a database, sort it, search it, manipulate it, cleanse it and give it back out to people is a core talent that we have here. That is what ICE is.

Just as an aside, I started the company by buying a little failing firm from MidAmerican Energy, which is Warren Buffet's electric utility. And by the way, I bought it right before he acquired MidAmerican, so he's a smarter investor than most of us on the call. But I bought this company, it was called the Continental Power Exchange. I changed the name. I decided to call it Intercontinental because I thought being continental was too limiting. And I took the word power out of it, because I thought just focusing on power was too limiting. And so we ended up with the name Intercontinental Exchange. I swear if I was starting this company today, I would probably call it the Intercontinental massively scalable network and database Company, because that's what we are. That's what airline miles and gaming swords and credit default swaps and delivering barges that we manage in Rotterdam for fuel oil, that's what happens. Those are -- those endpoints are ubiquitous to that network in my mind.

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Scott Anthony Hill, Intercontinental Exchange, Inc. - CFO [30]

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And just to pick up on that for the more boring part of the question about financial capacity, not bits and bytes or swords and sickles, I think the key thing I would tell you is our capacity for any deal really rests on, I think, 3 key factors. Number one, our commitment to do right by our investors, so the deal has the right returns, and to be able to present a good deal to the ratings agencies and the bondholders to borrow. And so we have to be able to do that. If we can tell the right story and demonstrate how it meets the needs of all of our important constituents, that will generate capacity for us.

The second thing is that the deal that we're talking about has to generate the cash to allow us to delever, and to do so in a meaningfully fast way. And we've done that historically. All of the times that we've decided to lever up, we've committed to lever back down within 3 years, and in most cases, it's taken 18 months and not much more. And so that's the second thing. Do you have a plan to delever? And by the way, do you have a track record of being able to delever? And so the relationships with our investors, with bondholders are important, the ability and the track record of deleveraging is important.

But then the third thing, we've spent an hour, not talking about a volume business that's crushing it right now. We had some good questions earlier about a data business that is growing at twice the level of the large company we acquired a few years ago at over 50% margins. The combination of that business generates $3.3 billion of EBITDA. It generated last year $2.3 billion of free cash flow. That's where capacity comes from. That's the starting point. It's the strength of the existing business. The fact that all of our colleagues aren't listening to this call but they're running our exchanges and our clearing houses and selling data and building ETF hub and building a mortgage business, that's the foundation of capacity. Because if we don't have that $3 billion of EBITDA, if that EBITDA hadn't grown every single year for 14 years, we wouldn't be able to enter into a conversation about going and levering up. So it's those 3 things that drive it, with the last one being the fundamentally most important one.

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Operator [31]

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And ladies and gentlemen, this concludes our question-and-answer session. I'd like to turn the conference back over to Jeff Sprecher for any closing remarks.

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Jeffrey C. Sprecher, Intercontinental Exchange, Inc. - Founder, Chairman & CEO [32]

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Thank you, Rocco. Well, this was an interesting call. And this management team will go away and think big thoughts, and we'll be back to share those with you next quarter. But meanwhile, as Scott said, please take a look at our volume and open interest and refine your models and see what's going on here, because we're very, very proud of where we are year-to-date, and we look forward to talking next quarter.

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Operator [33]

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Thank you, sir. Today's conference has now concluded, and we thank you all for attending today's presentation. You may now disconnect your lines, and have a wonderful day.