Good morning, everybody. I'm Jeffrey Sprecher, and I'm the Chairman and Chief Executive Officer of ICE, and it's my pleasure to welcome you here to our 2016 annual meeting. I'm going to call the meeting to order. Before we get started, I want to note that the meeting's being webcast, as I mentioned. In order to comply with legal requirements, the voting process in this annual meeting is rather formal, and as a result, I'm going to be reading from a script for the formal part of the meeting. I'll make note that the script was written by Andrew Surdykowski, who happened to write himself a big part in the script. Also, Andrew's much younger than I am, and he likes very small fonts.
It reminds me that when my wife and I married, the officiant came to the altar and had forgotten her reading glasses, notwithstanding, it was a very successful event, a very happy marriage, and very legal. We're going to have the same outcome today, regardless of the size of the font. After we announce the voting results, I want to give a brief report on the business. The directors and I, together with the company's officers and representatives of Ernst & Young, will be available to answer questions in the room after the meeting. I'd now like to introduce to you the other directors and the executive officers of ICE who are here with us today. When I introduce you, if you would stand up, it would be very kind of you. Charles Crisp, who's a director. Jean-Marc Forneri, who's a director.
Lord Hague of Richmond, who's a director. Fred Hatfield is a director. Dr. Terrence Martell is a director. Sir Callum McCarthy is a director. Sir Bob Reid, the director. Fred Salerno is a director. Judith Sprieser is a director. Vincent Tese is a director. From my management team, Charles Vice, our President and Chief Operating Officer. Scott Hill, our Chief Financial Officer. David Goone, our Chief Strategic Officer. Thomas Farley, who's the President of the New York Stock Exchange. Johnathan Short is our General Counsel. Kelly Loeffler is our Senior Vice President of Corporate Communication, Marketing, and Investor Relations. Douglas Foley is our Senior Vice President of Human Resources and Administration. Andrew Surdykowski is the author of this script, and he's the Senior Vice President and Associate General Counsel. Kevin McClear is here. He's our Chief Risk Officer. Dean Mathison is our Chief Accounting Officer.
David Underwood is our Chief Audit Officer. Also in attendance are Karole Lloyd, Ken Marshall, and Greg Staude of Ernst & Young LLP. Thank you all for being here. I'd now like to appoint Andrew Surdykowski as the secretary of the meeting, and he'll record the proceedings. Sid Rodrigue of Broadridge Financial Solutions. Is Sid here? He makes an annual appearance here. He has been appointed as the Inspector of Elections for this meeting to, among other things, ascertain the number of shares of ICE's common stock outstanding and the voting power of each to determine the shares represented at the meeting, the validity of the proxies in the ballots, count all the votes in the ballots, certify the number of shares represented at the meeting, and vote for each of the proposals.
The Inspector of Elections has taken and signed an oath to faithfully execute his duties with strict impartiality and according to the best ability. Andrew Surdykowski will now say a few words about our 2016 annual meeting procedures.
Thank you, Jeff. To conduct this meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct you received when you entered the meeting. Any stockholder or proxy holder wishing to address the meeting should, at the appropriate time, wait to be acknowledged by the chairman. We thank you in advance for helping us conduct the 2016 meeting in an orderly fashion.
Thank you, Andrew. We're now going to proceed with the formal business of the meeting. The record date, stockholder list, affidavit of distribution, proxy vote report, and oath of Inspector of Elections will be available for inspection throughout the meeting at the registration table that's outside. In addition, copies of the notice of annual meeting and proxy statement relating to this meeting are available at that registration table. Only stockholders of record as of March 15, 2016, are entitled to vote at the meeting. The only securities that can be voted are shares of ICE's common stock, which will vote together as a single class on the matters that are presented to the stockholders. The voting requirements for each of these items are on the agenda that's described in the proxy statement.
I'd now like to ask Mr. Surdykowski to read the forward-looking statement disclosure and the voting share reform.
Thank you. The matters discussed at this meeting may include forward-looking statements that represent ICE's expectations or beliefs. These statements involve substantial risk and uncertainty that may be beyond our control. Our actual results could differ materially from those projected in these forward-looking statements. Additional information concerning factors that could cause actual results to be materially different is contained in the Risk Factors section of our annual report on Form 10-K and elsewhere in the SEC filings with the SEC. We encourage you to read those materials. Each of you should have received a register at the front door when you came in and indicated on the sign-in sheet whether you plan to vote in person here at the meeting. If you already voted by proxy, you don't need to vote in person at the meeting unless you wish to change your vote.
The sign-in sheet indicates that no stockholders intend to vote in person at the meeting. Nevertheless, if anyone would like to vote in person, Mr. Rodrigue can give you a blank proxy card to use as a ballot. Would anyone like to vote in person? No. Okay. Based on that, there are no shares to be voted in person at the annual meeting, and I have the following information regarding the number of shares to be voted today. As of the record date of March 15, 2016, there were 119,034,250 shares of ICE's common stock outstanding and entitled to vote at the annual meeting. Such shares constitute all of the shares of ICE's capital stock entitled to vote at this meeting, and the record holders of such shares are entitled to one vote for each share held as of the record date.
The presence in person or by proxy of the majority of shares of ICE's common stock outstanding and entitled to vote at the meeting are required for a quorum. Represented at the meeting by proxy are, with regard to each of the proposals, at least 105,310,383 shares, which is at least 88% of the total number of shares outstanding and entitled to vote. The proxies may be voted by Scott Hill, Johnathan Short, or me. Based on this information, a quorum is present, and we can now proceed with the business of the meeting as set forth in the notice of the annual meeting and proxy statement.
Thank you, Andrew. The notice of annual meeting and proxy statement notes four items of business that will be voted on by the stockholders. It is now 8:37 A.M. on May 13th, and I'm formally going to declare the polls open for voting on the proposals as described in the proxy statement. The board of directors recommends that you vote for each of the proposals, except for the shareholder proposal regarding the preparation of a sustainability report, which the board of directors recommends that you vote against if properly presented. The first item on the agenda is the election of Charles Crisp, Jean-Marc Forneri, Lord Hague of Richmond, Fred Hatfield, Fred Salerno, Jeff Sprecher, Judith Sprieser, and Vincent Tese to serve as directors of Intercontinental Exchange.
If elected, they will serve a one-year term that will expire at the 2017 annual meeting of stockholders or until his or her earlier resignation or removal. You can find more information about each of the director nominees in the proxy statement. The board has recommended that you vote for each of these nominees. Is there any discussion in the room regarding the director nominees? Great. The polls are now open for voting on the first item, which is the election of directors.
Proxy representing shares at the meeting, I hereby vote the shares that I represent through proxy and authorize the delivery of a ballot and corresponding proxies to the Inspector of Election so that the shares represented thereby shall be voted in accordance therewith with respect to the election of directors.
That's a complicated, ugly sentence. Guess we got that one right. Johnathan's our General Counsel, by the way. He's probably responsible for that sentence. We'll now proceed to the next item on the agenda. The second item on the agenda is the advisory vote on our executive compensation as set forth in the proxy statement. The board recommends that you vote for the advisory resolutions approving the compensation of our executive officers, which provides as follows. Resolved, the holders of common stock approve-on an advisory basis-the compensation of our named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables, and the related disclosure. Are there any questions regarding the advisory vote on compensation? The management team, you should stay seated. Great. Thank you.
The polls are open for voting on the second item on the agenda, the advisory resolution approving the compensation of executive officers. Johnathan?
As proxy representing shares of the meeting, I hereby vote the shares that I represent through proxy and authorize the delivery of a ballot and corresponding proxies to the Inspector of Election so that the shares represented thereby shall be voted in accordance therewith with respect to the advisory vote on executive compensation.
Thank you. The third item on our agenda is the ratification of the appointment of Ernst & Young as independent registered public accounting firm for fiscal year 2016. As set forth in the proxy statement, the audit committee of our board of directors has appointed Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The audit committee and the board recommend that you ratify this appointment. As mentioned earlier, representatives of Ernst & Young are here with us today to respond to questions related to the ratification of their appointment. Any questions regarding the appointment of Ernst & Young as the independent registered accounting firm? Great. The polls are open for voting on this third item on the agenda, the ratification of the appointment of Ernst & Young as independent registered public accounting firm for fiscal year 2016.
As proxy representing shares of the meeting, I hereby vote the shares that I represent through proxy and authorize the delivery of a ballot and corresponding proxies to the Inspector of Election so that the shares represented thereby shall be voted in accordance therewith with respect to the ratification of Ernst & Young.
Great. The fourth and final item on our agenda is a vote on the stockholder proposal regarding the preparation of a sustainability report if properly presented. The proposal reads as follows. Resolved, shareholders request Intercontinental Exchange, Inc. issue a sustainability report describing the company's present policies, performance, and improvement targets related to key environmental, social, and governance, in other words, ESG, risks and opportunities. The report should be available on the company's website by November 1st, 2016, prepared at a reasonable cost and omitting proprietary information. As required by the Securities and Exchange Commission, the proponent of the stockholder proposal or its representative will present the stockholder proposal, we're going to allow for this presentation. Is there a representative of Calvert Investment Management in the room today? Great.
Thank you.
I'm going to turn the meeting over to Stu Dalheim. Did I say that right?
Yes, you did. Thank you.
Who's a representative with Calvert Investment Management.
Great. Thank you. Members of the board, management, fellow shareholders, I am here to move item number 4 on Calvert's request for a sustainability report. As ESG issues have increasingly become an important element in investment decision-making, more and more companies around the world are producing sustainability reports. 80% of the S&P 500 produced a report in 2015, up from 20% less than a decade ago.
Companies are issuing these reports because investors find value in ESG information. There is investor demand for this information. The reporting process also helps companies measure and manage important risks, important issues for the companies and their stakeholders. Other capital market participants are also taking action, including, as many of you here know, the World Federation of Exchanges. The WFE has issued guidance for its members on ESG disclosure standards. A number of the largest exchanges have actively communicated with their issuers about the value of ESG disclosure. We have appreciated that ICE has been a member of the WFE Sustainability Disclosure Working Group and the Sustainable Stock Exchange Initiative. We would like to see more active participation from the company.
There is a clear leadership opportunity here to help encourage ESG disclosure on the part of issuers. This is perfectly consistent with ICE core values of transparency and risk management. Disclosure can help companies on your exchange better manage challenging issues and attract long-term capital. Let me close by saying I very much appreciate the frank and open dialogue I've had with Andrew, Octavia, and Carol. I appreciate also the recently produced corporate responsibility report. I think it is a step in the right direction and certainly something to build upon. I've shared my perspective about the recent report with your colleagues and have also encouraged greater participation in the Sustainable Stock Exchange Initiative. I look forward to further dialogue. Thank you for your time and attention.
Great. Thank you, Mr. Dalheim . I appreciate your engagement and the comments of Calvert and the work that you've been doing with our colleagues. I want to mention, as he mentioned, the management team and the board of directors are committed to corporate responsibility. We recognize the importance of environmental, social, and governance issues. As Mr. Dalheim mentioned, we published their first sustainability report in March of this year that details many of the actions related to responsibility, governance, and environmental initiatives. We've put that report on our website if you're interested in seeing it. I'd also like to point everyone to the fact that the opinion statement of the board of directors in the proxy suggests that you vote against the shareholder proposal and take a look at the work that we're already doing. Are there any questions regarding the shareholder proposal? Great. Thank you.
If anyone would like to vote in person, Mr. Rodrigue can give you a blank proxy card. Is anyone prepared to vote in person? Great. The polls are open for voting on this fourth item. Johnathan?
As a proxy representing shares of the meeting, I hereby vote the shares that I represent through proxy and authorize the delivery of a ballot and corresponding proxies to the Inspector of Elections so that the shares represented thereby shall be voted in accordance therewith with respect to the stockholder proposal.
Great. Thank you. That concludes the actual voting on proposals on our agenda, it's 8:45 A.M. according to my clock on May 13th, 2016. The polls on these matters are now officially closed. We're going to announce the results. Mr. Surdykowski, do you have totals that you can give us?
Before reading the vote totals, I would like to state that we have a sworn affidavit of distribution from Broadridge Financial Solutions. The affidavit states that Broadridge called the mailing of the information relating to the annual meeting on March 29, 2016. The information was delivered to the stockholders of record as of the close of business on March 15, 2016. The voting results are as follows. Each director nominee received more votes cast for such nominee's election than votes cast against such nominee's election. Therefore, Charles Crisp, Jean-Marc Forneri, Lord Hague of Richmond, Fred Hatfield, Fred Salerno, Jeffrey Sprecher, Judith Sprieser, and Vincent Tese are elected as directors of the company. Also, 95,857,922 shares were voted in favor of the second item on the agenda, which is the affirmative vote of the majority of votes cast for or against the advisory resolution on executive compensation.
The advisory resolution on executive compensation is approved. Also, 104,162,536 shares were voted in favor of the third item on the agenda, which is the affirmative vote of the majority of votes cast for or against the proposal to ratify the appointment of Ernst & Young as independent registered public accounting firm for the fiscal year ending December 31st, 2016. The appointment of Ernst & Young is ratified. 26,133,553 shares were voted in favor of the fourth item on the agenda, which is not the affirmative vote of the majority of votes cast for or against the stockholder proposal regarding the preparation of a sustainability report, the stockholder proposal is not approved. The final vote results will be filed with the SEC on a current report on Form 8-K in the next few days.
The certificate and report of the Inspector of Elections, which contains the vote totals, will be filed with the minutes of this meeting.
Thanks, Andy. I'd now like to ask if we can adjourn the formal part of the meeting.
I move that the meeting be adjourned.
I second the motion.
All in favor say aye, please.
Aye.
Aye.
Okay. What a duet we have here. Any opposed say no, please. The annual stockholders meeting is now adjourned, and that concludes the announced items of the meeting as specified in the notice of annual meeting and proxy statement. I want to give you a quick report on the progress of ICE over the last year, and then I'm going to open the floor to questions. While this meeting is fairly procedural, I want to ensure our stockholders that you understand that our focus is on creating shareholder value by serving our customers. We have built that into our culture at ICE. It's the foundation from which we make decisions around governance and strategic initiatives.
As a result of this focus, 2015 was our 10th consecutive year of delivering record revenues and record earnings, meaning that each and every year as a public company, we've delivered growth, including through the financial crisis and the subsequent recovery. On a compounded annual growth rate, that equates to earnings growth of 20% per year over that 10-year period. Our 2015 consolidated revenues, less transaction-based expenses, were $3.3 billion, which is up 8% over the prior year. Adjusted earnings per share from continuing operations rose 26% over 2014. We also generated operating cash flow of $1.3 billion and returned nearly $1 billion to our shareholders through dividends and share buybacks. We invested in the next leg of our company's growth.
In December, we completed two acquisitions, Interactive Data and Trayport. These transactions are enabling us to offer new services that support the evolving needs of our customers in the global financial markets. Our performance was driven by our diversification across markets, clearing, and data. The New York Stock Exchange trading and listings revenue increased at a healthy rate, making it the best year in the exchange's history. We also delivered growth in data services, CDS Clearing, and our global commodities futures complex. We reached a number of milestones in 2015, including our 19th consecutive year of record volume across our benchmark Brent Crude Oil futures and options markets. Revenues for data service and CDS Clearing reached record levels. The New York Stock Exchange led all exchanges in global proceeds raised for the fifth consecutive year.
Amid all this growth, we continue to drive expense savings in NYSE's tradings and listings business with our synergies on track while we enhance operations with this very cash-generative business. Last week, we also reported on our first quarter of 2016 results, which again featured record revenues and adjusted earnings. As this is the first full quarter, including our recent acquisitions, our year-over-year figures reflect comparisons against adjusted pro forma first quarter 2015 results. The first quarter 2016 adjusted earnings per share grew 19% on first quarter revenues of $1.2 billion, up 5% over the first quarter of the year before. We generated $600 million in operating cash flow. We paid $100 million in dividends. We significantly reduced our leverage in the first quarter. We expanded our adjusted operating margins by five points. We lowered our full-year expense guidance based on strong synergy achievements.
In our earnings call remarks, we also laid out a number of areas of growth for 2016, ranging from our data business to our commodities and equity markets, to our listings businesses. I'm pleased to say that after 10 years as a public company, Intercontinental Exchange remains the growth leader in the global exchange sector. We are expanding into global data and other markets. Our commitment to growing each of our businesses by working with our customers and continuously evolving is to meet their rapidly evolving needs. I would like to conclude these remarks by recognizing the Intercontinental Exchange board of directors for their dedication and their hard work throughout the year. This is a board that we place a lot of demands on. They're very engaged, very deliberate and shareholder-focused. Their efforts have produced strong results and an excellent track record of corporate governance.
I also want to take a moment to recognize three directors who are retiring from our board at this meeting. They have served our company exceedingly well, and that's Sir Bob Reid, Sir Callum McCarthy, and Dr. Terry Martell. We benefited from Sir Callum's firsthand experience in overseeing markets and his thoughtfulness in approaching regulatory reform implementation. Dr. Terry Martell is a distinguished professor of finance at Baruch. I'd also say that he's a continuous student of markets. This has helped support our evolution into a much larger company. Sir Bob's service has been invaluable and tireless. I first met Sir Bob in 2001 when we were working to acquire the International Petroleum Exchange, where he was the chairman.
Though ICE was only a one-year-old company at the time, he shared our vision for globalizing markets, and that has forever changed the path of this company, and he's put an indelible mark on the energy markets around the world, and we recognize and thank him for that. Finally, but certainly not least, I want to thank our shareholders for your continued confidence in us. We appreciate the dialogue that we have, and we strive to earn your continued support by delivering best-in-class results. I'm going to open the floor up to questions to shareholders, but in doing so, I would ask that you reference the rules of conduct. This question and answer session is being webcast.
If you'd like to ask a question in public, please step forward to the microphone in the center and introduce yourself and speak clearly because people are listening via webcast and want to hear you. The board of directors and the management team and I will also mingle through the audience following the adjournment of this meeting, and we'll allow those in the room to ask more private questions of us if you'd like. I'll now open the microphone if anybody would like to ask a public question. Please. Fran, could you introduce yourself as well?
Fran Blum. Brazil, many commodities, many problems in government. How does this now affect ICE?
That's a very good question because we look at it through that exact same lens. It's a resource-rich economy, which tends to cater to the kinds of services we provide for investors and traders. Yet, it's very difficult for people to navigate. We bought a 12.5% interest in Cetip, which is an over-the-counter clearing and registration platform for loans and fixed income instruments. We actually have a board of directors seat on that company that Dave Goone, our Chief Strategy Officer, sits on. We recently, through that board seat, agreed to merge that company into BM&FBOVESPA, which is the large stock exchange in Brazil. Assuming that deal goes ahead, which is subject to regulatory approval, we're going to be receiving a lot of cash out of that deal, and we'll be effectively, by virtue of that transaction, reducing our footprint in Brazil.
We'll reevaluate how we operate with that new company and how we want to think about approaching Brazil, but we'll have a slightly different footprint in about, we expect, nine months to a year before we really have full knowledge of whether or not that regulatory approvals will be given. Yeah. Thank you. Any other questions? Please.
James Rothenberg, I'm the managing member of Complex Enterprises, LLC, and I hold the proxy for that company. Within the two-minute limitation, I have a series of questions.
Okay.
I'll try and take up as little of your time as possible. First, I want to congratulate you for the deal that you did not make for the reasons that you gave forward. Often, the best deal that you make is the one that you don't make. You and your board of directors and management team deserve a great deal of credit-
Thank you
for not proceeding.
Thank you.
Last year, I talked about intentional interference with systems. A new subject and a related subject is natural interference, what I'm thinking about is a solar flare, which has been predicted to come, that literally wipes out all communications in the world. The question is, do you just declare force majeure and stop, or do you do something more? Is there some alternative system? That is a segue into a very extensive discussion in your 10-K about procedures for interruptions.
My question there is, have you shared that with FSOC? Because FSOC has made it clear that they've taken the burden off the banks and placed it directly on the exchanges and the clearing agencies. Have you also shared your plan with Congress? The third is a follow-up to the prior question, that is China, the growth inside of China, the most dynamic economy in the world. Are there plans to expand into the Shanghai or other internal exchanges as opposed to Shanghai?
Thank you.
Sure. Starting with interruptions, as the world has become more digital, and certainly trading, clearing, and data dissemination is increasingly digital, the standards of care that we place on ourselves and that government places on us are increasing. ICE in the U.S. is considered one of the systemically important companies under FSOC and has a direct relationship with senior members of government, whose real interest in care is the continued efficacy of our platforms, both for technology issues, as you point out, and also cybersecurity issues. In other words, a third-party actor trying to do something nefarious on those. We take it very seriously. We have a lot of backup plans and strategic plans, some of which are public, and some of which are not public for security purposes. I will tell you that it's something that we take quite seriously.
We do annually now drills with the management and employee team that are quite serious, and role-play a number of scenarios to make sure that our procedures are something that we're all familiar with and are workable. Other than that, I don't want to give you any specific details because much of which is confidential, I will tell you it's a high priority to me and our regulators. China is a difficult country to crack in financial services, we thought long and hard about how we would gain from the growth of China and ultimately concluded that we should launch a new exchange and clearinghouse in Singapore. The reason we did that is that we've been a beneficiary that a lot of Chinese companies that are forced to hedge, particularly those that are using energy and commodities, met us in London.
In other words, the Chinese came to us. We sat in London, which benefits from a time zone that can sort of unite the West and the East, the Queen's law, which is understood around the world, a very good regulatory regime that's respected around the world. The Chinese were comfortable meeting us there. As China continues to grow, we felt that we had to get to Asia, we chose Singapore. The reason that we chose Singapore, which is obviously not China or Hong Kong, was that our clearinghouses exist in a bankruptcy regime, they're really there to protect people from bankruptcy. When times are good, you can put a clearinghouse anywhere, but when times are bad and there's great stress, you need a rule of law that people that are holding risk will understand and appreciate.
We felt that Singapore was really the most developed in terms of its bankruptcy regime. While we're not directly in China, we do see a lot of Chinese capital that finds its way now into Singapore, and it gets us at least one step closer and in the same time zone as much of mainland China. Over time, we hope that we can continue to move closer and then ultimately into China. At this moment in time, the laws that really govern trading and the access for Western companies isn't really conducive for us to be there right now. Thank you. Those were interesting questions. Anybody else? Great. Thank you all. As I mentioned, we're going to conclude the meeting, shut off the webcast, but we'll stay behind to say hello to everybody and answer any questions you'd like to have in private.
Again, we appreciate your support. Thank you very much.