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Item 8. Financial Statements and Supplementary Data

2023-02-02 compared with 2022-02-03 · 585 added, 561 removed, 2057 unchanged (36% of the section changed)

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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Financial Statements (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

Report of Independent Registered Public Accounting Firm on the Financial Statements (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

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

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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Warren Gardiner

Chairman of the Board and Chief Financial Officer

Chief Executive Officer

Chair and Chief Executive Officer Chief Financial Officer

February 2, 2023 February 2, 2023

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and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes, and our report dated February 3, 2022 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes, and our report dated February 2, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON FINANCIAL STATEMENTS

ON THE FINANCIAL STATEMENTS

To the Stockholders and the Board of Directors of Intercontinental Exchange, Inc.

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We have audited the accompanying consolidated balance sheets of Intercontinental Exchange, Inc.

and Subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

and Subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.

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Critical Audit Matter

The critical accounting matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Income Taxes

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Consolidated income tax expense, including the liability for unrecognized tax benefits, is an estimate based on management’s understanding and interpretation of current enacted tax laws and tax rates of each tax jurisdiction.

For the year-ended December 31, 2021, the Company recognized consolidated income tax expense of $1.629 billion, and as of December 31, 2021, the Company accrued liabilities of $229 million for unrecognized tax benefits.

For the year-ended December 31, 2022, the Company recognized consolidated income tax expense of $310 million, and as of December 31, 2022, the Company accrued liabilities of $247 million for unrecognized tax benefits.

Auditing the Company's accounting for consolidated income tax expense was complex because management’s calculation of consolidated income tax expense involves application and interpretation of complex tax laws.

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Cash and cash equivalents

$ 1,799 $ 607

Short-term restricted cash and cash equivalents

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Commitments and contingencies

Redeemable non-controlling interest in consolidated subsidiaries

Intercontinental Exchange, Inc.

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( 616 ) ( 423 ) ( 357 )

Other income, net

Other income/(expense), net ( 1,322 ) 2,671 80

2,249 ( 267 ) ( 192 )

Total other income/(expense), net ( 1,830 ) 2,249 ( 267 )

Income before income tax expense 1,808 5,698 2,766

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Other comprehensive income/(loss):

Foreign currency translation adjustments, net of tax expense of $ — , $ — and $ 1 for 2021, 2020 and 2019, respectively

Change in equity method investment

Employee benefit plan net gains, net of tax expense of $ 4 , $ 3 and $ 9 in 2021, 2020 and 2019, respectively

Foreign currency translation adjustments, net of tax benefit ( 128 ) ( 16 ) 43

Change in equity method investment, net of tax expense — 1 —

Employee benefit plan net gains/(losses), net of tax benefit/(expense) ( 7 ) 11 8

Other comprehensive income/(loss) ( 135 ) ( 4 ) 51

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Shares Value Shares Value

Balance, as of January 1, 2019

604 6 ( 35 ) ( 2,354 ) 11,547 8,317 ( 315 ) 30 17,231 71

Balance, as of December 31, 2019 607 $ 6 ( 53 ) $ ( 3,879 ) $ 11,742 $ 9,629 $ ( 243 ) $ 31 $ 17,286 $ 78

Impact of adoption of ASU 2016-13, net of tax — — — — — ( 10 ) — — ( 10 ) —

Other comprehensive income

— — — — — — 51 — 51 —

Stock consideration issued for acquisition 18 — — — 1,895 — — — 1,895 —

Exercise of common stock options

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1 — — — 33 — — — 33 —

Warrants issued to minority interest holders — — — — 3 — — — 3 2

Issuance of restricted stock

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— — — — — ( 669 ) — — ( 669 ) —

Redeemable non-controlling interest — — — — — — — — — 10

Issuance of non-controlling interest — — — — — — — 9 9 —

Net income attributable to non-controlling interest — — — — — ( 19 ) — 27 8 ( 8 )

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629 $ 6 ( 68 ) $ ( 5,200 ) $ 13,845 $ 11,039 $ ( 192 ) $ 36 $ 19,534 $ 93

Impact of adoption of ASU 2016-13, net of tax — — — — — ( 10 ) — — ( 10 ) —

Other comprehensive income — — — — — — 51 — 51 —

Stock consideration issued for acquisition 18 — — — 1,895 — — — 1,895 —

Other comprehensive loss — — — — — — ( 4 ) — ( 4 ) —

Exercise of common stock options

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— — — — 42 — — — 42 —

Warrants issued to minority interest holders — — — — 3 — — — 3 2

Issuance of restricted stock

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— — — — — ( 747 ) — — ( 747 ) —

Redeemable non-controlling interest — — — — — — — — — 10

Issuance of non-controlling interest — — — — — — — 9 9 —

Bakkt deconsolidation adjustment — — — — ( 3 ) — — — ( 3 ) ( 107 )

Net income attributable to non-controlling interest — — — — — ( 11 ) — 24 13 ( 13 )

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631 $ 6 ( 70 ) $ ( 5,520 ) $ 14,069 $ 14,350 $ ( 196 ) $ 39 $ 22,748 $ —

Other comprehensive income — — — — — — ( 4 ) — ( 4 ) —

Other comprehensive loss — — — — — — ( 135 ) — ( 135 ) —

Exercise of common stock options

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— — — — — ( 853 ) — — ( 853 ) —

Bakkt deconsolidation adjustment — — — — ( 3 ) — — — ( 3 ) ( 107 )

Net income attributable to non-controlling interest — — — — — ( 11 ) — 24 13 ( 13 )

Net income/(loss) attributable to non-controlling interest — — — — — ( 52 ) — 52 — —

— — — — — 1,498 — — 1,498 —

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Gain on deconsolidation of Bakkt — ( 1,419 ) —

Gain on sale of Coinbase investment ( 1,227 ) — —

Gain on equity investments ( 34 ) ( 55 ) —

Net losses/(income) from unconsolidated investees 42 ( 71 ) ( 62 )

Gains on equity investments ( 41 ) ( 1,261 ) ( 55 )

Net losses/(income) from and impairment of unconsolidated investees 1,340 42 ( 71 )

Changes in assets and liabilities:

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( 59 ) ( 66 ) ( 9,446 )

Return of capital from equity method investment

Purchase of equity method investment ( 117 ) — —

Proceeds from the sale of Coinbase investment 1,237 — —

Purchases of equity and equity method investments ( 73 ) ( 117 ) —

Proceeds from the sales of equity investments 741 1,237 —

Proceeds from other investments, net 2 1 4

Purchases of invested margin deposits ( 6,935 ) ( 5,050 ) ( 3,371 )

Proceeds from sale of invested margin deposits 3,661 2,840 744

Proceeds from sales of invested margin deposits 7,483 3,661 2,840

Net cash used in investing activities 677 ( 786 ) ( 10,361 )

Financing activities:

Proceeds from debt facilities, net — 9,606 10

Repayments of debt facilities ( 1,246 ) ( 2,004 ) —

Proceeds from debt offerings, net 7,891 — 9,606

Repayments of debt ( 2,705 ) ( 1,246 ) ( 2,004 )

Proceeds from/(redemption of) commercial paper, net ( 1,012 ) ( 1,393 ) 1,094

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Nature of Business and Organization

We are a provider of market infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

Intercontinental Exchange, Inc.

is a provider of market infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

These products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency.

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

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

• In our Mortgage Technology segment, we provide an end-to-end technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S.

residential mortgage market.

Our business is conducted through three reportable business segments:

We operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities.

• Fixed Income and Data Services:

We provide fixed income pricing, reference data, indices, analytics and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery solutions.

• Mortgage Technology:

We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S.

residential mortgage market, from application through closing and the secondary market.

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

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The financial results of companies we acquire are included from the acquisition dates and the results of companies we sold are included up to the disposition dates.

The accounting policies used to prepare these financial statements are the same as those used to prepare the consolidated financial statements in prior years except as described in these footnotes or for the adoption of new standards as outlined below.

The accounting policies used to prepare these financial statements are the same as those used to prepare the consolidated financial statements in prior years.

Use of Estimates

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Comprehensive Income

Other comprehensive income includes foreign currency translation adjustments, comprehensive income from a change in an equity method investment, and amortization of the difference in the projected benefit obligation and the accumulated benefit obligation associated with benefit plan liabilities, net of tax.

Segment and Geographic Information

As of December 31, 2022, our business is conducted through three reportable business segments:

our Exchanges segment, our Fixed Income and Data Services segment, and our Mortgage Technology segment.

Exchanges, Fixed Income and Data Services, and Mortgage Technology.

This presentation is reflective of how our chief operating decision maker reviews and operates our business.

The majority of our identifiable assets are located in the U.S and U.K.

(see Note 19).

Cash and Cash Equivalents, Short-Term and Long-Term Restricted Cash and Cash Equivalents, and Cash and Cash Equivalent Margin Deposits and Guaranty Funds

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Short-Term and Long-Term Restricted Cash and Cash Equivalents

We classify all cash and cash equivalents that are not available for immediate or general business use by us as restricted in the accompanying consolidated balance sheets (Note 6).

We classify all cash and cash equivalents that are not available for immediate or general business use by us as restricted in the accompanying consolidated balance sheets (see Note 7).

This includes amounts set aside due to regulatory requirements, earmarked for specific purposes, or restricted by specific agreements.

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Cash and Cash Equivalent Margin Deposits and Guaranty Funds (Cash and Cash Equivalent Margin)

Original margin, variation margin and guaranty funds received by our clearing houses may be in the form of cash, government obligations, certain agency debt, letters of credit or on rare occasions, gold (Note 14).

We hold the cash deposits at central banks, highly-rated financial institutions or at times secure the cash through reverse repurchase agreements or direct investments, certain of which are not cash equivalents.

See "Credit Risk and Significant Customers", below.

Although not included in short term restricted cash and cash equivalents, cash and cash equivalent margin represent a form of restricted cash.

The amount of cash and cash equivalent margin deposits on hand will fluctuate over time as a result of, among other things, the extent of open positions held at any point in time by market participants in contracts and the margin rates then in effect for such contracts, as well as the extent to which we invest in non-cash and cash equivalents.

Although not included in short term restricted cash and cash equivalents, cash and cash equivalent margin represent a form of restricted cash, and exclude invested deposits, delivery contracts receivable and unsettled variation margin since those amounts represent invested cash and not a form of restricted cash.

Consolidated Statement of Cash Flows Presentation

As of December 31, 2021, we revised our consolidated statements of cash flows to include changes in cash and cash equivalent margin within cash flows from financing activities and changes in invested margin deposits within cash flows from investing activities.

This immaterial revision did not have an effect on our previously reported consolidated balance sheets, statements of income, statements of comprehensive income, or statements of changes in equity and redeemable non-controlling interest or the related disclosures.

Cash and cash equivalent margin amounts cannot be used to satisfy the Company's operating or other liabilities, as further discussed in Note 14.

The following table summarizes the immaterial revisions to our historical consolidated statements of cash flows for each of the years presented (in millions):

As of December 31, 2020 As of December 31, 2019

As Previously Presented Adjustment As Adjusted As Previously Presented Adjustment As Adjusted

Purchases of invested margin deposits (within investing activities) $ — $ ( 3,371 ) $ ( 3,371 ) $ — $ ( 1,890 ) $ ( 1,890 )

Proceeds from sales of invested margin deposits (within investing activities) — 2,840 2,840 — 744 744

Net cash used in investing activities ( 9,830 ) ( 531 ) ( 10,361 ) ( 594 ) ( 1,146 ) ( 1,740 )

Change in cash and cash equivalent margin deposits and guaranty funds (within financing activities) — 19,256 19,256 — 1,329 1,329

Net cash provided by (used in) financing activities 6,744 19,256 26,000 ( 1,753 ) 1,329 ( 424 )

Net (decrease) increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds ( 197 ) 18,725 18,528 316 183 499

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of year 2,188 62,903 65,091 1,872 62,720 64,592

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of year $ 1,991 $ 81,628 $ 83,619 $ 2,188 $ 62,903 $ 65,091

A reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds as presented in the consolidated statements of cash flows to the balance sheet is as follows (in millions):

December 31, 2021 As of December 31, 2020 As of December 31, 2019 As of December 31, 2018

A reconciliation of the components of cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds as presented in the consolidated statements of cash flows to the balance sheet is as follows (in millions):

December 31, 2022 As of

December 31, 2021 As of December 31, 2020

Cash and cash equivalents $ 1,799 $ 607 $ 583

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Equity Investments

Investments in equity securities, or equity investments, are carried at fair value, with changes in fair value, whether realized or unrealized, recognized in net income.

For those investments that we do not control and which do not have readily determinable fair market values, such as those which are not publicly-listed companies, we have made a fair value policy election under ASU No.

Investments in equity securities, or equity investments, are carried at fair value and included in other non-current assets, with changes in fair value, whether realized or unrealized, recognized in net income.

2016-01, Financial Instruments - Overall (Subtopic 825-10):

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We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary.

If the investment is determined to have a decline

in value deemed to be other than temporary it is written down to estimated fair value.

We did not identify impairment associated with our equity method investments as of December 31, 2021.

If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value.

Other than the impairment of our equity method investment in Bakkt (see Note 4), we did not record any other impairment charges on our equity method investments as of December 31, 2022.

Property and Equipment

Property and equipment is recorded at cost, reduced by accumulated depreciation (Note 7).

Depreciation and amortization is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the initial lease term or the estimated useful life of the improvement.

Property and equipment is recorded at cost, reduced by accumulated depreciation (see Note 8).

Depreciation and amortization is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the improvement.

We review the remaining estimated useful lives at each balance sheet date and make adjustments whenever events or changes in circumstances indicate that the remaining useful lives have changed.

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Allowance for Doubtful Accounts

On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments , or ASU 2016-13.

Under ASU 2016-13, we estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors.

Under ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments , or ASU 2016-13, we estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors.

The allowance for doubtful accounts is maintained at a level that we believe to be sufficient to absorb probable losses over the expected life in our accounts receivable portfolio.

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Accounts receivable are written-off against the allowance for doubtful accounts when collection efforts cease.

See "Adoption of ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments ", below, for a reconciliation of the beginning and ending amount of allowance for doubtful accounts and other disclosures related to our adoption of ASU 2016-13.

Software Development Costs

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Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, generally not exceeding three years (except for certain ICE Data Services, ICE Mortgage Technology and NYSE platforms, which have seven-year useful lives).

Amortization begins only when the software becomes ready for its intended use.

Amortization begins when the software is ready for its intended use.

Accrued Employee Benefits

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The benefit accrual for the pension plan is frozen.

We recognize the funded status of the benefit plans in our consolidated balance sheets, measure the fair value of plan assets and benefit obligations as of the date of our fiscal year-end, and provide additional disclosures in the footnotes (Note 16).

Benefit plan costs and liabilities are dependent on assumptions used in calculating such amounts.

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Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of our acquisitions over the fair value of identifiable net assets acquired, including other identified intangible assets (Note 8).

We recognize specifically-identifiable intangibles when a specific right or contract is acquired with the assistance of third-party valuation specialists.

Goodwill represents the excess of the purchase price of our acquisitions over the fair value of identifiable net assets acquired, including other identified intangible assets (see Note 9).

We recognize specifically-identifiable intangibles when a specific right or contract is acquired.

That value is determined with the assistance of third-party valuation specialists.

Goodwill has been allocated to our reporting units for purposes of impairment testing based on the portion of synergy, cost savings and other expected future cash flows expected to benefit the reporting units at the time of the acquisition.

Our reporting units were updated in 2020 to reflect our new segment presentation.

The reporting units identified for our goodwill testing are the NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology reporting units.

Goodwill impairment testing is

performed annually at the reporting unit level in the fiscal fourth quarter or more frequently if conditions exist that indicate that it may be impaired, or if changes are made to the reporting units.

In 2020, we performed a goodwill impairment test prior to and after the change in our reporting units.

The reporting units identified for our goodwill testing are:

the NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology.

Goodwill impairment testing is performed annually at the reporting unit level in the fiscal fourth quarter or more frequently if conditions exist that indicate that it may be impaired, or if changes are made to the reporting units.

We also evaluate indefinite-lived intangible assets for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that an asset may be impaired.

For both goodwill and indefinite-lived impairment testing we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite lived intangible asset is less than its carrying amount.

If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference.

If the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference.

Alternatively, we may choose to bypass the qualitative option and perform quantitative testing to determine if the fair value is less than carrying value.

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For our testing of indefinite-lived intangible assets, we apply qualitative and quantitative approaches.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

We review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

Long-Lived Assets and Finite-Lived Intangible Assets

We review our long-lived and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

When these indicators exist, we project undiscounted net future cash flows over the remaining life of such assets.

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Finite-lived intangible assets are generally amortized using the straight-line method or an accelerated method over the lesser of their contractual or estimated useful lives.

All costs related to internally developed patents and trademarks are expensed as incurred.

All costs related to purchased patents, trademarks and internet domain names are recorded as other intangible assets and are amortized using a straight-line method over their estimated useful lives.

All costs related to licensed patents are capitalized and amortized using a straight-line method over the term of the license.

Derivatives and Hedging Activity

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The gains and losses on these transactions were not material during these years.

Intellectual Property

All costs related to internally developed patents and trademarks are expensed as incurred.

All costs related to purchased patents, trademarks and internet domain names are recorded as other intangible assets and are amortized using a straight-line method over their estimated useful lives.

All costs related to licensed patents are capitalized and amortized using a straight-line method over the term of the license.

We recognize income taxes under the liability method.

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We (or the Options Clearing Corporation, or OCC, on our behalf), in turn, collect activity assessment fees, which are included in exchanges revenues in the accompanying consolidated statements of income, from member organizations clearing or settling trades on the U.S.

equities and options exchanges and recognize these amounts as revenue when invoiced.

equities and options exchanges and recognize these amounts as revenue.

Fees received are included in cash at the time of receipt and, as required by law, the amount due to the SEC is remitted semi-annually and recorded as an accrued liability until paid.

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Stock-Based Compensation

We currently sponsor stock option plans, restricted stock plans and our Employee Stock Purchase Plan, or ESPP, to provide additional and incentive-based compensation to our employees and directors (Note 11).

Stock options and restricted stock are granted at the discretion of the Compensation Committee of the Board of Directors.

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Treasury Stock

We record treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock (Note 12).

We record treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock (see Note 12).

In the event it occurs in the future, our accounting policy upon the formal retirement of treasury stock is to deduct the par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital (to the extent created by previous issuances of the shares) and retained earnings.

Credit Risk and Significant Customers

Our clearing houses are exposed to credit risk as a result of maintaining clearing member cash deposits at various financial institutions (Note 14).

Our clearing houses are exposed to credit risk as a result of maintaining clearing member cash deposits at various financial institutions (see Note 14).

Cash deposit accounts are established at large, highly-rated financial institutions and entered into so that they restrict the rights of offset or imposition of liens by the banks.

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Our futures businesses have minimal credit risk as the majority of their transaction revenues are currently cleared through our clearing houses.

Our accounts receivable related to fixed income and data services revenues, cash trading, listing revenues, technology revenues, CDS and bilateral OTC energy transaction revenues and mortgage technology services subjects us to credit (collection) risk, as we do not require these customers to post collateral.

Our accounts receivable related to fixed income and data services revenues, cash trading, listing revenues, technology revenues, CDS and bilateral over-the-counter, or OTC, energy transaction revenues and mortgage technology services subjects us to credit (collection) risk, as we do not require these customers to post collateral.

We limit our risk of loss by terminating a customer's ability to remain listed or receive data or terminating other services for entities with delinquent accounts.

The concentration of risk on accounts receivable is also mitigated by the large number of entities comprising our customer base.

Our accounts receivable are stated at the billed amount.

Excluding clearing members, there were no individual accounts receivable balances greater than 10% of total consolidated accounts receivable as of December 31, 2022 or December 31, 2021.

No single customer accounted for more than 10% of total consolidated revenues, less transaction-based expenses, during 2021, 2020 or 2019.

Operating lease right-of-use assets and liabilities are recorded at the lease commencement date based on the present value of the lease payments to be made over the lease term using an estimated incremental borrowing rate.

We expense rent monthly on a straight-line basis, as a reduction to the right-of-use asset.

Rent expense is included in rent and occupancy expenses and technology and communication expenses in the accompanying consolidated statements of income (Notes 2 and 15).

See "Recently Adopted Accounting Pronouncements," below, for the lease accounting standard that we adopted on January 1, 2019 and its impact on our financial statements.

Our accounts receivable are stated at the billed amount.

We record our leases in accordance with ASU No.

2016-02, Leases , or ASU 2016-02.

This standard requires recognition of both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures.

ASU 2016-02 requires lessees to recognize a right-of-use asset representing a right to use the underlying asset over the lease term, and a corresponding lease liability on the balance sheet.

As the rate implicit in the lease is not readily determinable in most of our leases, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Rent expense is recognized on a straight-line basis over the lease term.

Rent expense is

included in rent and occupancy expenses and technology and communication expenses in the accompanying consolidated statements of income (see Note 15).

Acquisition-Related Transaction and Integration Costs

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This includes fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, as well as costs associated with credit facilities and other external costs directly related to the proposed or closed transactions.

The acquisition-related transaction and integration costs incurred during 2021 are primarily related to our integration of Ellie Mae and the Bakkt transaction (Note 3).

The acquisition-related transaction and integration costs incurred during 2020 primarily relate to costs incurred for our acquisitions of Ellie Mae and Bridge2 Solutions.

Acquisition-related transaction and integration costs were nominal in 2019.

In accordance with ASC 805, Business Combinations, acquisition-related transaction and integration costs, excluding costs to issue debt or equity securities, are expensed in the period in which these costs are incurred and the services are received and are not included in the purchase price.

The acquisition-related transaction and integration costs incurred during 2022 are primarily due to legal and consulting expenses related to our pending acquisition of Black Knight and our integration of Ellie Mae.

The acquisition-related transaction and integration costs incurred during 2021 are primarily related to our integration of Ellie Mae and the Bakkt transaction.

The acquisition-related transaction and integration costs incurred during 2020 primarily relate to costs incurred for our acquisitions of Ellie Mae and Bridge2 Solutions (see Note 3).

Fair Value of Financial Instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity and equity method investments, and short-term and long-term debt (Note 17).

The fair value of our financial instruments is measured based on a three-level hierarchy:

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Basic earnings per common share is calculated using the weighted average common shares outstanding during the year.

Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of inclusion would be antidilutive (Note 19).

Recently Adopted Accounting Pronouncements

Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements

ASU 2021-08 , Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers .

Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception.

This standard is effective beginning in the first quarter of 2023 and should be applied prospectively for acquisitions occurring on or after the effective date of the amendment, with early adoption permitted.

We adopted this standard early as of December 31, 2022.

We evaluated this guidance to determine the impact on our consolidated financial statements.

Based on our assessment, we concluded the impact of adoption of this guidance was not material.

2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments, applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and accounts receivable.

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Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting units over their corresponding carrying values.

Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements

ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when an arrangement includes a software license and is solely a hosted service.

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Based on our assessment, we concluded the impact of adoption of this guidance was not material.

Standard/Description Effective Date and Adoption Considerations Effect on Financial Statements

2016-02, Leases, requires entities to recognize both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures.

Adopted on January 1, 2019.

Further disclosures and details on our adoption are discussed below.

ASU 2018-07, Compensation–Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting , or ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and nonemployees.

Under this new guidance, the existing employee guidance will now apply to nonemployee share-based transactions.

Effective for fiscal years beginning after December 15, 2018.

Adopted on January 1, 2019.

This guidance is applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our consolidated financial statements or related disclosures.

ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans — General (Subtopic 715-20):

Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans , or ASU 2018-14 was issued in August 2018 and removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures.

Effective for fiscal years beginning after December 15, 2020 with early adoption permitted.

We elected early adoption and adopted on December 31, 2019.

The amendments in ASU 2018-14 are required to be applied retrospectively.

Upon adoption we eliminated certain disclosure requirements related to our defined benefit plans that were previously disclosed in Note 16.

Certain other disclosure requirements described in Subtopic 715-20 were not applicable to us.

We do not currently expect that any pending accounting pronouncements will have a material impact on our financial statements.

Adoption of ASU 2016-02, Leases

On January 1, 2019, we adopted Accounting Standards Update, or ASU, 2016-02, Leases , or ASU 2016-02.

This standard requires recognition of both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures.

ASU 2016-02 requires lessees to recognize a right-of-use asset representing a right to use the underlying asset over the lease term, and a corresponding lease liability on the balance sheet.

Our operating leases primarily relate to our leased office space and data center facilities, and we do not have any leases classified as finance leases.

We adopted ASU 2016-02 using the modified retrospective transition method and did not restate prior periods.

Using the modified retrospective approach, we applied the provisions of ASU 2016-02 beginning in the period of adoption, and elected the package of practical expedients available to us.

There was no impact to the opening balance of retained earnings as a result of a cumulative-effect adjustment on the adoption date.

At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists.

An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration.

Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using our estimated incremental borrowing rate.

We utilize the short-term lease policy election to recognize leases with a term of 12 months or less as lease expense on a straight-line basis over the lease term and do not recognize these short-term leases on our balance sheet.

We have elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets.

We have also made policy elections related to capitalization thresholds and discount rates.

We have elected to use a portfolio approach in consideration of our incremental borrowing rate to our population of lease agreements.

Our incremental borrowing rate is determined based on indicative new issue pricing estimates reflecting our existing debt issuances and comparable industry debt issuances.

Certain lease agreements include options to extend, renew or terminate the lease agreement.

Our lease agreements do not contain any residual value guarantees.

As of December 31, 2021, the weighted-average remaining lease term was 5.1 years and the weighted average discount rate was 3.1 %.

As of December 31, 2020, the weighted-average remaining lease term was 5.8 years and the weighted average discount rate was 3.1 %.

Our lease agreements do not contain any residual value guarantees.

We recognize rent expense monthly on a straight-line basis for each respective operating lease, as a reduction to the right-of-use asset.

We recognized $ 61 million, $ 46 million and $ 41 million of rent expense for office space as rent and occupancy expense in 2021, 2020, and 2019, respectively, and $ 24 million, $ 22 million and $ 21 million of rent expense for data center facilities as technology and communication expense in 2021, 2020, and 2019, respectively, within our consolidated income statement.

We do not have any significant variable lease costs related to building and maintenance costs, real estate taxes, or other charges.

Details of our lease asset and liability balances are as follows (in millions):

December 31, 2021

December 31, 2020

January 1, 2019

Right-of-use lease assets $ 278 $ 339 $ 287

Current operating lease liability

Non-current operating lease liability

Total operating lease liability $ 324 $ 389 $ 334

As of December 31, 2021, we estimate that our operating lease liability will be recognized in the following years (in millions):

Lease liability amounts repayable

Interest costs

Total operating lease liability

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

December 31, 2021

December 31, 2020

Cash paid for amounts included in the measurement of operating lease liability

Right-of-use assets obtained in exchange for operating lease obligations

Adoption of ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments

On January 1, 2020, we adopted ASU 2016-13.

This standard requires the application of a current expected credit loss, or CECL, impairment model to financial assets measured at amortized cost, including accounts receivable and certain off-balance-sheet credit exposures.

The standard also amends the impairment model for available-for-sale debt securities requiring entities to record credit losses through an allowance account.

The CECL model requires an entity to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.

We adopted ASU 2016-13 using the modified retrospective approach through a cumulative-effect adjustment to retained earnings on January 1, 2020.

On January 1, 2020, we adopted ASU 2016-13 using the modified retrospective approach through a cumulative-effect adjustment of $ 10 million, net of tax, to retained earnings.

ASU 2016-13 primarily impacted the calculation of our allowance for doubtful accounts on accounts receivable utilizing the expected credit losses model.

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Treasury securities and other sovereign debt with original maturities of less than three months which we consider to be cash equivalents, or into reverse repurchase agreements, referred to as reverse repos, with primarily overnight maturities.

Reverse repos are valued daily and are subject to collateral maintenance provisions whereby the counterparty must provide additional collateral if the value of the underlying

securities lose value, in an amount sufficient to maintain collateralization of at least 102 %.

Reverse repos are valued daily and are subject to collateral maintenance provisions whereby the counterparty must provide additional collateral if the value of the underlying securities lose value, in an amount sufficient to maintain collateralization of at least 102 %.

Therefore, as of and for the year ended December 31, 2022 we have not recorded a credit loss for these financial assets.

Based on the high turnover and collectability of our accounts receivable, the mitigated default and concentration risks due to the high quality and large number of entities comprising our customer base, and the monthly billing process for the majority of our revenue, we have not experienced a significant increase in the loss provision recognized upon adoption of the CECL model.

We estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors.

At each measurement date we reassess whether our accounts receivable pools continue to exhibit similar risk characteristics.

We then determine if assets need to be isolated further as part of their own specific line item reserve due to specific events, such as a customer’s inability to meet its financial obligations (i.e.

customer disputes, highly unresponsive customers, delinquency of the receivable, or other indicators of credit deterioration of customers).

Lastly, the CECL standard is forward-looking and requires us to factor reasonable and supportable economic expectations into our allowance estimate for the asset's entire expected life, which is generally less than one year.

A reconciliation of the beginning and ending amount of allowance for doubtful accounts is as follows for the years ended December 31, 2022, 2021, and 2020 (in millions):

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Bad debt expense 11 13 16

( 16 ) ( 10 ) ( 9 )

Charge-offs ( 13 ) ( 16 ) ( 10 )

Ending balance of allowance for doubtful accounts $ 22 $ 24 $ 27

$ 24 $ 27 $ 8

The impact of our adoption of ASU 2016-13 was $ 10 million, net of tax.

We recorded this impact as an adjustment to retained earnings on January 1, 2020 as shown in our Consolidated Statement of Changes in Equity and Redeemable Non-Controlling Interest.

We have included in our allowance assessment the impact of and our responses to the coronavirus, or COVID-19, pandemic.

Our bad debt expense, which is included in selling, general and administive expense in our statements of income, in the table above includes that assessment, the impact of which was not material for the years ended December 31, 2021 or 2020.

We will continue to review our accounts receivable and may incur future charge-offs as better estimates become available in future periods.

Charge-offs in the table above represent the write-off of uncollectible receivables, net of recoveries.

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Acquisitions and Divestitures

Company Acquisition Date Primary Segment Description

Acquisitions and Divestitures

Company Transaction Date Primary Segment Description

Bakkt Holdings, LLC, or Bakkt Deconsolidated on 10/15/2021 Exchanges Bakkt is a business with an integrated platform that enables consumers and institutions to transact in digital assets.

The Bakkt platform consists of three complementary aspects:

a digital asset marketplace, loyalty redemption services and an alternative payment method.

In 2021, Bakkt completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC.

Following the closing, as a consequence of our inability to meet the power criterion through our variable interest and because of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt upon loss of control and prospectively treat it as an equity method investment within our financial statements.

Ellie Mae Intermediate Holdings I, Inc., and its indirect wholly owned subsidiary, Ellie Mae, Inc.

(collectively, Ellie Mae) September 4, 2020 Mortgage Technology Ellie Mae is a cloud-based technology solution provider for the mortgage finance industry, and expanded our ICE Mortgage Technology portfolio.

(collectively, Ellie Mae) Acquired on 9/4/2020 Mortgage Technology Ellie Mae is a cloud-based technology solution provider for the mortgage finance industry, and expanded our ICE Mortgage Technology portfolio.

Through its digital lending platform, Ellie Mae provides technology solutions to participants in the mortgage supply chain, including over 3,000 customers and thousands of partners and investors who participate on its open network.

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See below for the Ellie Mae purchase price allocation and supplemental pro forma financial information.

Company Acquisition Date Primary Segment Description

Bridge2 Solutions February 21, 2020 Exchanges Bridge2 Solutions is a leading provider of loyalty solutions for merchants and consumers.

Bridge2 Solutions enables some of the world’s leading brands to engage customers and drive loyalty.

It powers incentive and employee perk programs for companies across a wide spectrum of industries.

As of October 31, 2021, following the Bakkt transaction discussed below, we no longer consolidate Bridge2 Solutions.

Simplifile, LC, or Simplifile

June 12, 2019 Mortgage Technology Simplifile offers an array of mortgage services, primarily serving as an electronic liaison between lenders, settlement agents and county recording offices, streamlining the local recording of residential mortgage transactions and is now part of ICE Mortgage Technology.

See below for the Simplifile purchase price allocation.

During 2022 and 2021, we acquired multiple companies which were not material to our operations.

Pending Acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we had entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets.

Pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2022, among ICE, Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the “merger agreement,” Sub will merge with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE.

As of May 4, 2022, the transaction was valued at approximately $ 13.1 billion, or $ 85 per share of Black Knight common stock, with cash comprising 80 % of the value of the aggregate transaction consideration and shares of our common stock comprising 20 % of the value of the aggregate transaction consideration at that time.

The aggregate cash component of the transaction consideration is fixed at $ 10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the

closing of the merger.

This transaction builds on our position as a provider of electronic workflow solutions for the rapidly evolving U.S.

residential mortgage industry.

Black Knight provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets.

We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

On August 19, 2022, our preliminary proxy statement/prospectus on Form S-4 was declared effective by the SEC, and on September 21, 2022, Black Knight stockholders approved the transaction.

The transaction is expected to close in the first half of 2023 following the receipt of regulatory approvals and the satisfaction of customary closing conditions.

Ellie Mae Acquisition

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The purchase price consisted of $ 9.5 billion in cash, as adjusted for $ 335 million of cash and cash equivalents held by Ellie Mae on the date of acquisition, and approximately $ 1.9 billion, or approximately 18.4 million shares of our common stock, based on our stock price on the acquisition date.

ICE funded the cash portion of the purchase price with net proceeds from our offering of new senior notes in August 2020, together with the issuance of commercial paper and borrowings under a new senior unsecured term loan facility (Note 10).

We have evaluated the impact of this acquisition and related disclosures under ASC 805- Business Combinations.

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The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented.

Such unaudited pro forma financial information is based on the historical financial statements of ICE and Ellie Mae.

unaudited pro forma financial information is based on the historical financial statements of ICE and Ellie Mae.

This unaudited pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such unaudited pro forma information, including, without limitation, purchase accounting adjustments, interest expense on debt issued to finance the purchase price, acquisition-related transaction costs, the removal of historical Ellie Mae intangible asset amortization and the addition of intangible asset amortization related to this acquisition.

The unaudited pro forma financial information does not reflect any synergies or operating cost reductions that have been and may be achieved from the combined operations.

The unaudited pro forma financial information combines the historical results for us and Ellie Mae for 2020 in the following table (in millions, except per share amounts).

The unaudited pro forma financial information combines the historical results for us and Ellie Mae for 2020 in the following table (in millions).

Year Ended December 31, 2020

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Bakkt Transaction

On October 15, 2021, Bakkt Holdings, LLC, or Bakkt, completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC.

Bakkt is an integrated platform that enables customers and consumers to transact in digital assets.

On October 15, 2021, Bakkt completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC.

The business combination between Bakkt and VIH resulted in enterprise value of approximately $ 2.1 billion, including approximately $ 479 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $ 123 million of cash held in VIH’s trust account, and a $ 325 million concurrent private investment in public equity, or PIPE, of Class A common stock of the combined company and $ 31 million of cash held in Bakkt accounts.

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Certain shareholders of VIH exercised their redemption rights, and at closing, Bakkt equity holders, including ICE, owned approximately 81 % of the combined company, VIH’s public shareholders owned approximately 5 %, VPC owned 2 %, and PIPE investors (a group that also includes us) owned approximately 12 % of the issued and outstanding equity of the combined company.

Following completion of the business combination, we initially held a 68 % economic interest, which includes both our variable interest and PIPE investment.

Following completion of the business combination, we held an approximate 68 % economic interest, which includes both our variable interest and PIPE investment.

As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with the transaction, we hold a minority voting interest in the combined company.

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The merger of Bakkt and VIH triggered a market condition event on the Bakkt equity incentive awards.

As a result, during 2021, we incurred a $ 31 million non-cash compensation expense related to these awards which we recorded as an acquisition-related cost prior to deconsolidating Bakkt (Note 11).

Additional Bridge2 Solutions Acquisition Considerations

To fund the acquisition of Bridge2 Solutions, and prior to the Bakkt merger with VIH discussed above, Bakkt completed a capital call for $ 300 million in funding by ICE and the minority investors.

This acquisition-related capital call triggered a market condition of certain Bakkt equity incentive awards, and as a result, we incurred a $ 10 million non-cash compensation expense in 2020 related to these awards which was recorded as an acquisition-related cost (Note 11).

Acquisition Purchase Prices and Allocation

The following summarizes our purchase price allocation for Bridge2 Solutions and Simplifile to the respective net tangible and identifiable intangible assets and liabilities based on their respective estimated fair values on the date of acquisition.

For each acquisition, the excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill.

Cash consideration was gross of $ 12 million cash held by Simplifile on the date of its acquisition.

For these acquisitions, revenues and expenses were not material to the periods presented.

As a result, during 2021, we incurred a $ 31 million non-cash compensation expense related to these awards which we recorded as an acquisition-related cost prior to deconsolidating Bakkt (see Note 11).

Bridge2 Solutions Acquisition Considerations

Bridge2 Solutions is a leading provider of loyalty solutions for merchants and consumers.

Subsequent to its acquisition by us in February 2020, Bridge2 Solutions was contributed to Bakkt in combination with its capital call.

To fund the acquisition of Bridge2 Solutions, Bakkt completed a capital call for $ 300 million in funding by ICE and the minority investors.

The following summarizes our purchase price allocation for Bridge2 Solutions to the respective net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition.

The excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill.

Revenues and expenses were not material to the periods presented.

Acquisition Purchase Price Allocation

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Bridge2 Solutions Useful Life

(Years) Simplifile Useful Life

Customer relationship intangibles

$ 54 12 $ 104 20

Developed technology intangibles

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Total purchase price cash consideration

As of October 15, 2021, following the Bakkt transaction discussed above, we no longer consolidate Bridge2 Solutions in our financial statements.

Non-Controlling Interest

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These minority interests were reflected as redeemable non-controlling interests in temporary equity within our consolidated balance sheet.

Following the October 2021 Bakkt merger discussed above, we no longer consolidate Bakkt and therefore do not record a redeemable non-controlling interest in Bakkt as of December 31, 2021.

Following the October 2021 Bakkt merger discussed above, we no longer consolidate Bakkt and therefore did not record a redeemable non-controlling interest in Bakkt as of December 31, 2022 or 2021.

Equity Investments Subject to ASU 2016-01

Our equity investments, including our investment in Euroclear plc, or Euroclear, among others, are subject to valuation under ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10):

Our equity investments are subject to valuation under ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01.

See Note 18 for a discussion of our determination of fair value of our financial instruments.

Investment in Euroclear

We previously owned a 9.8 % stake in Euroclear, plc, or Euroclear, that we originally purchased for $ 631 million.

We appointed a director to the Euroclear Board of Directors, and classified our investment in Euroclear as an equity investment.

On May 20, 2022, we completed the sale of our 9.8 % stake in Euroclear.

The carrying value of our investment was $ 700 million at the time of the sale and was classified within other current assets on our balance sheet.

We recorded a net gain on the sale of $ 41 million, which is included in other income in 2022.

We did no t receive a dividend from Euroclear during 2022 or 2020.

We recognized dividend income of $ 60 million in 2021 from Euroclear, included in other income.

Investment in Coinbase

On December 1, 2014, we acquired preferred stock of Coinbase Global, Inc., or Coinbase, which operates a cryptocurrency exchange platform, for $ 10 million, representing a 1.4 % ownership share on a fully-diluted, as-converted basis.

On April 14, 2021, Coinbase completed an initial public offering, or IPO.

On April 15, 2021, we completed the sale of our investment in Coinbase for $ 1.24 billion and recorded a gain of $ 1.23 billion, or $ 892 million net of tax, as other income in our consolidated statement of income.

Investment in Euroclear

We own a 9.8 % stake in Euroclear as of December 31, 2021 that we originally purchased for $ 631 million, and we participate on the Euroclear Board of Directors.

Euroclear is a provider of post-trade services, including settlement, central securities depositories and related services for cross-border transactions across asset classes.

We classify our investment in Euroclear as an equity investment.

In September 2021, we became aware of an observable price change in orderly transactions of similar Euroclear investments by a third party.

The transactions resulted in a fair value adjustment of our Euroclear investment, and we recorded a gain of $ 34 million in other income, which includes the impact of foreign currency translation.

Following the adjustment and as of December 31, 2021, the adjusted fair value of our Euroclear investment is $ 701 million.

We are not aware of the occurrence of any observable price changes in orderly transactions of similar Euroclear investments since September 2021.

On October 18, 2021, we announced that we had reached an agreement to sell our entire 9.8 % stake in Euroclear for € 709 million.

The sale is subject to customary closing conditions and regulatory approval.

As a result of our expectation to sell our Euroclear investment, we include this investment in other current assets as of December 31, 2021.

Additionally, we recognized dividend income of $ 60 million and $ 19 million in 2021 and 2019, respectively, from Euroclear, included in other income.

As a result of a 2020 European regulation limiting dividend payments, we did no t receive a Euroclear dividend in 2020, but we received two dividend payments during 2021.

Equity Method Investments

We recognized ($ 42 million), $ 71 million and $ 62 million as other income/(expense) during 2021, 2020 and 2019, respectively, related to our equity method investments in OCC, BondLink, Inc., or BondLink and Bakkt, discussed below.

BondLink and Bakkt became our equity method investments during 2021, and prior to that, as of December 31, 2020, OCC was our only equity method investment.

Our equity method investments include OCC and Bakkt, among others.

Our equity method investments are included in other non-current assets in the accompanying consolidated balance sheets.

Under the equity method of accounting, each reporting period we adjust the carrying value of our equity method investments on our balance sheet by recognizing our pro-rata share of the earnings or losses of each investment, with a corresponding adjustment in our statement of income to other income, after eliminating any intra-entity income or expenses.

We carry our equity method investments at cost and assess the carrying value periodically if impairment indicators are present.

At the end of each reporting period, we record our share of profits or losses of our equity method investments as equity earnings included in other income.

In addition, if and when our equity method investments issue cash dividends to us, we deduct the amount of these dividends from the carrying amount of that investment.

We recognized ($ 1.3 billion), ($ 42 million) and $ 71 million as our share of estimated profits/(losses) and impairment, net, from our equity method investments other income/(expense) during 2022, 2021 and 2020, respectively.

The estimated losses during 2022 and 2021 are primarily related to our investment in Bakkt, and the estimated profits during 2020 are related to our investment in OCC.

Each period includes adjustments to reflect the difference between reported prior period actual results from our original estimates.

When performing our assessment of the carrying value of our investments, we consider, among other things, the length of time and the extent to which the market value has been less than our cost basis, if applicable, the investee's financial condition and near-term prospects, the economic or technological environment in which our investees operate, weakening of the general market condition of the related industry, whether an investee can continue as a going concern, any impairment charges recorded by an investee on goodwill, intangible or long-lived assets, and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Investment in OCC

We own a 40 % interest in OCC through a direct investment by the NYSE and which is regulated by the SEC and the Commodity Futures Trading Commission, or CFTC, that we treat as an equity method investment.

We own a 40 % interest in OCC through a direct investment by the NYSE.

OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization.

OCC serves as a clearing house for securities options, security futures, commodity futures and options on futures traded on various independent exchanges.

OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges, and is regulated by the SEC as a registered clearing agency and by the CFTC as a derivatives clearing organization.

We recognized $ 51 million, $ 71 million and $ 62 million during 2021, 2020 and 2019, respectively, of equity earnings as our share of the OCC's estimated profits, which is included in other income.

Investment in BondLink, Inc.

On May 12, 2021, we made a 35.0 % strategic investment in BondLink, a financial technology company that provides cloud-based debt management software solutions to governments financing infrastructure in the municipal bond market.

The Series B investment is designed to accelerate BondLink’s growth and product development, including by providing a variety of our market-leading data sets to municipalities as they prepare to issue bonds.

We treat BondLink as an equity method investment which is included in other non-current assets in the accompanying consolidated balance sheet, and we record equity earnings of our share of BondLink's estimated profits, which we include in other income.

OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges.

We recognized $ 15 million, $ 51 million and $ 71 million during 2022, 2021 and 2020, respectively, of equity earnings as our share of OCC's estimated profits, which is included in other income.

Investment in Bakkt

Following Bakkt's October 15, 2021 merger with VIH, we initially held a 68 % economic interest and we show our share of Bakkt's profits and losses in other income (Note 3).

For the three months ended December 31, 2021, we recorded estimated equity losses of ($ 92 million) related to our investment in Bakkt, and as of December 31, 2021 our carrying value of our Bakkt investment is $ 1.6 billion.

Following Bakkt's October 15, 2021 merger with VIH, we held an approximate 68 % economic interest and treat it as an equity method investment (see Note 3).

We recorded estimated equity losses and impairment of $ 1.4 billion during 2022 related to our investment in Bakkt.

During 2022, Bakkt reported an impairment of goodwill and intangible assets.

As of December 31, 2022, after recording our share of Bakkt's equity method losses, which included Bakkt's impairment charge, we recorded an impairment in our investment in Bakkt to its fair value as other expense.

This was based on what we consider to be an other-than-temporary decline in fair value as a result of the factors noted above, including consideration for the impairment charge recorded by Bakkt.

As of December 31, 2022, the carrying value of our investment in Bakkt was determined to be $ 208 million.

We have concluded that Bakkt meets the significance test under Rule 3-09 of Regulation S-X for 2022.

Bakkt’s total assets and liabilities as of September 30, 2022 were $ 879 million and $ 220 million, respectively, and Bakkt’s net revenues and net loss for the nine months ended September 30, 2022 were $ 39 million and ($ 1.7 billion), respectively.

Bakkt’s total assets and liabilities as of December 31, 2021 were $ 2.4 billion and $ 120 million, respectively, and Bakkt’s net revenues and net loss for the period from October 15, 2021 through December 31, 2021 were $ 11 million and ($ 165 million), respectively.

In accordance with Rule 3-09 of Regulation S-X, financial statements for Bakkt as of and for the year ended December 31, 2022 will be filed subsequently as an amendment to this Form 10-K.

Revenue Recognition

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In our derivatives markets, we earn transaction and clearing revenues from both counterparties to each contract that is traded and/or cleared.

Our transaction and clearing revenues are primarily included in our Exchanges segment with the exception of our CDS transaction and clearing revenues which are discussed below and are included in our Fixed Income and Data Services segment.

Our transaction and clearing revenues are primarily included in our Exchanges segment with the exception of our CDS and fixed income transaction and clearing revenues which are discussed below and are included in our Fixed Income and Data Services segment.

Derivatives trading and clearing fees contain two performance obligations:

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• Cash Equities and Equity Options:

Revenues in our equity and equity options markets represent trade execution fees.

Revenues in our cash equity and equity options markets represent trade execution fees.

Cash trading and equity options contain one performance obligation related to each transaction which occurs instantaneously, and the revenue is recorded at the point in time of the transaction.

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Generally, fees for OTC and other revenues contain one performance obligation.

Because these contracts primarily consist of

single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price.

Because these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price.

Services for OTC and other revenues are primarily satisfied at a point in time.

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CDS clearing revenues are reported net of rebates.

Rebates were nominal in 2021 and 2020 and were $ 5 million in 2019.

Rebates were nominal in 2022, 2021 and 2020.

We provide clearing services to the global CDS market and the timing and nature of our CDS transaction and clearing revenue is similar in nature to the Exchanges Segment transaction and clearing revenues discussed above.

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• Origination Technology:

Our origination technology acts as a system of record for the mortgage origination, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards.

These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive Success-Based Pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription.

Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards.

These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription.

In addition, the ICE Mortgage Technology network provides originators connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year.

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Success-based contracts are subject to monthly billing calculations whereby customers are obligated to pay the greater of a contractual base fee or variable closed loan fee based on the number of closed loan transactions processed by the customer in the specific month.

Under success-based contracts, monthly base

fees are recognized ratably over the contract terms as subscription performance obligations are satisfied and closed loan fees in excess of base fees are considered variable consideration.

Under success-based contracts, monthly base fees are recognized ratably over the contract terms as subscription performance obligations are satisfied and closed loan fees in excess of base fees are considered variable consideration.

For the majority of contracts that include variable consideration, such fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (one month) of service and because such amounts reflect the fees to which we expect to be entitled for providing access to the Encompass platform for that period, consistent with the allocation objective of Topic 606.

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• Closing Solutions:

Our closing solutions connect key participants such as lenders, title and settlement agents and individual county recorders together to digitize the closing and recording process.

Our closing solutions connect key participants such as lenders, title and settlement agents and individual recorders together to digitize the closing and recording process.

For these services, we act as agent and revenues are recorded net.

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residential real estate.

MERS implemented a revised pricing structure effective July 1, 2021.

As a result, MERS database revenues contain multiple performance obligations related to each new loan registration and future transfers, and the revenues are primarily recorded at the point in time of each transaction.

MERS database revenues contain multiple performance obligations related to each new loan registration and future transfers, and the revenues are primarily recorded at the point in time of each transaction.

Closing solutions revenues may include a fixed-fee subscription component recognized ratably over the contract term, as this method best depicts our pattern of performance.

• Data and Analytics:

Revenues include those related to ICE Mortgage Technology’s Automation, Intelligence, Quality, or AIQ, offering which applies machine learning and artificial intelligence to the entire loan origination process, offering customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

Revenues include those related to ICE Mortgage Technology’s Automation, Intelligence, Quality, or AIQ, offering which applies machine learning to the entire loan origination process, offering customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

AIQ revenues can be both recurring and transaction-based in nature.

In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of nearly half the U.S.

In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of the U.S.

residential mortgage market.

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Other revenues include professional services fees, as well as revenues from ancillary products.

Other revenues are transaction-based and primarily contain one performance obligation which occurs instantaneously, therefore revenues are recorded at the point in time of the transaction.

Other revenues can be both recurring and transaction-based in nature.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions).

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Year ended December 31, 2022

Exchanges $ 5,878 $ — $ — $ 5,878

Fixed income and data services — 1,883 — 1,883

Mortgage technology — — 1,407 1,407

Total revenues $ 6,415 $ 2,092 $ 1,129 $ 9,636

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Year ended December 31, 2021

Exchanges $ 5,839 $ — $ — $ 5,839

Fixed income and data services — 1,810 — 1,810

Mortgage technology — — 595 595

Total revenues $ 5,878 $ 1,883 $ 1,407 $ 9,168

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Year ended December 31, 2020

Exchanges $ 4,652 $ — $ — $ 4,652

Fixed income and data services — 1,756 — 1,756

Mortgage technology — — 139 139

Total revenues $ 5,839 $ 1,810 $ 595 $ 8,244

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Total revenues, less transaction-based expenses $ 3,631 $ 1,810 $ 595 $ 6,036

The Exchanges segment revenues above include $ 838 million, $ 790 million, and $ 752 million in 2021, 2020 and 2019, respectively, of data services revenues.

Fixed Income and Data Services segment revenues above include $ 1.6 billion, $ 1.5 billion, and $ 1.5 billion in 2021, 2020 and 2019, respectively, of data services revenues.

Our data services revenues

are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance.

The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues.

Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance.

These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

The Exchanges segment revenues above include $ 479 million, $ 446 million, and $ 449 million in 2021, 2020 and 2019, respectively, for services transferred over time related to listings, as well as $ 260 million, $ 241 million, and $ 221 million in 2021, 2020 and 2019, respectively, for services transferred over time related to risk management of open interest performance obligations.

In addition, the Exchanges segment revenues include $ 113 million, $ 109 million, and $ 101 million in 2021, 2020 and 2019, respectively, for services transferred over time related to regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues above include $ 28 million, $ 29 million, and $ 26 million in 2021, 2020 and 2019, respectively, for services transferred over time related to risk management of open interest performance obligations.

A majority of these performance obligations are performed over a short period of time of one month or less.

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

The Exchanges segment revenues transferred over time in the table above also include services related to listings, services related to risk management of open interest performance obligations and services related to regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues transferred over time in the table above also include services related to risk management of open interest performance obligations, primarily in our CDS business.

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

The components of services transferred over time for each of our segments are as follows:

Year ended December 31,

2022 2021 2020

Exchanges Segment:

Data services revenues

$ 877 $ 838 $ 790

Services transferred over time related to risk management of open interest performance obligations

$ 262 $ 260 $ 241

Services transferred over time related to listings $ 515 $ 479 $ 446

Services transferred over time related to regulatory fees, trading permits, and software licenses $ 110 $ 113 $ 109

$ 1,764 $ 1,690 $ 1,586

Fixed Income Data Services Segment:

Data services revenues $ 1,686 $ 1,639 $ 1,532

Services transferred over time related to risk management of open interest performance obligations in our CDS business $ 36 $ 28 $ 29

$ 1,722 $ 1,667 $ 1,561

Mortgage Technology Segment:

Subscription revenues $ 643 $ 553 $ 155

Professional service revenues and other $ 31 $ 34 $ 1

Total $ 674 $ 587 $ 156

Total consolidated revenues transferred over time $ 4,160 $ 3,944 $ 3,303

Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue.

Total deferred revenue was $ 254 million as of December 31, 2022, including $ 170 million in current deferred revenue and $ 84 million in other non-current liabilities.

Total deferred revenue was $ 284 million as of December 31, 2021, including $ 194 million in current deferred revenue and $ 90 million in other non-current liabilities.

See Note 5 for a description of our annual listing, original listing, other listings, data services and mortgage technology services revenues and the revenue recognition policy for each of these revenue streams.

The changes in our deferred revenue during 2022 and 2021 are as follows (in millions):

Annual Listing Revenue Original Listing Revenues Other Listing Revenues Data Services and Other Revenues Mortgage Technology Total

Deferred revenue balance at January 1, 2021

$ — $ 13 $ 92 $ 95 $ 59 $ 259

403 39 44 451 83 1,020

( 403 ) ( 33 ) ( 43 ) ( 453 ) ( 63 ) ( 995 )

Deferred revenue balance at December 31, 2021

— 19 93 93 79 284

437 34 47 451 72 1,041

( 437 ) ( 34 ) ( 44 ) ( 456 ) ( 100 ) ( 1,071 )

Deferred revenue balance at December 31, 2022

$ — $ 19 $ 96 $ 88 $ 51 $ 254

The Mortgage Technology deferred revenue balance as of December 31, 2022 primarily relates to origination technology subscription services for which the performance obligations have not yet been provided as of the balance sheet date but for which billings or payments have been received in advance.

Performance obligations for origination technology revenue consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied.

Contracts generally range from one year to five years .

Included in the amortization recognized in 2022, $ 195 million was related to the deferred revenue balance as of January 1, 2022.

Included in the amortization in 2021, $ 152 million was related to the deferred revenue balance as of January 1, 2021.

As of December 31, 2022, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations.

As of December 31, 2022, we estimate that our deferred revenue will be recognized in the following years (in millions):

Original Listing Revenues Other Listing Revenues Data Services and Other Revenues Mortgage Technology Total

2023 $ 13 $ 33 $ 78 $ 46 $ 170

2024 3 25 4 5 37

2025 2 18 2 — 22

2026 1 12 2 — 15

2027 — 7 1 — 8

Thereafter — 1 1 — 2

Total $ 19 $ 96 $ 88 $ 51 $ 254

Short-Term and Long-Term Restricted Cash and Cash Equivalents

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Other Regulated Entities 73 76

Other 4,959 20

Total short-term restricted cash and cash equivalents 6,149 1,035

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The increase in the regulatory capital restricted cash at ICE Clear Europe as of December 31, 2022 was due to the growth of our clearing businesses, a related increase in costs and the consequential additional regulatory capital buffers required by the BOE.

ICE Clear Europe, in addition to being regulated by the BOE, is also regulated by the CFTC

ICE Clear Europe, in addition to being regulated by the BOE, is also regulated by the CFTC as a U.S.

Derivatives Clearing Organization, or DCO.

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DCOs, ICE Clear U.S.

and ICE Clear Credit, these amounts include voluntarily-held additional reserves consistent with the EMIR requirements to cover operational, legal and business risks and to reserve capital to meet credit, counterparty and market risks not covered by the member margin and guaranty funds.

and ICE Clear Credit, these amounts include voluntarily-held additional reserves consistent with the EMIR requirements to cover operational, legal and business risks and to reserve

capital to meet credit, counterparty and market risks not covered by the member margin and guaranty funds.

In addition, ICE NGX is registered by the CFTC as a Foreign Board of Trade and a DCO and the CFTC requires ICE NGX to maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period.

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Restricted cash on our various regulated entities and exchanges includes ICE Benchmark Administration, ICE Clear Netherlands, ICE Trade Vault U.K., ICE Endex, ICE Futures Singapore and ICE Futures Abu Dhabi.

It also includes the clearing member requirements of ICE Securities Executions & Clearing, LLC and restricted cash related to Bakkt Trust Company, LLC until our deconsolidation of Bakkt in October 2021.

Primarily related to escrow for recent acquisitions.

It also includes the clearing member requirements of ICE Securities Executions & Clearing, LLC and included restricted cash related to Bakkt Trust Company, LLC prior to our deconsolidation of Bakkt in October 2021.

Other restricted cash is primarily related to $ 4.9 billion of net proceeds from the SMR Notes that are separately invested (see Note 10).

Long-Term Restricted Cash and Cash Equivalents

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Our clearing houses, other than ICE NGX, require each clearing member to make deposits to a fund known as the guaranty fund.

Of our total contribution to ICE Clear U.S., $ 15 million was solely applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts that ICE Clear U.S.

Included in the total contribution to ICE Clear U.S.

as of December 31, 2022, is $ 15 million from Bakkt, solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S.

may clear in the future.

In February 2021, we decreased our contribution to ICE Clear U.S.'s guaranty fund applicable to any losses associated with a default in Bitcoin contracts and other digital asset contracts by $ 20 million from $ 35 million as of December 31, 2020.

In March 2021, we increased our contribution to ICE Clear Europe's guaranty fund by $ 10 million in connection with the launch of ICE Futures Abu Dhabi Limited.

In addition, we have a $ 15 million first-loss amount related to ICE NGX insurance and included in our contribution to its guaranty fund.

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$ 1,767 $ 1,699

Beginning January 1, 2019, in connection with our adoption of ASU 2016-02 (Note 2), we recognize right-of-use assets representing our rights to use assets over an underlying lease term as rent expense.

In 2021, 2020 and 2019, amortization of software and internally developed software was $ 213 million, $ 190 million and $ 175 million, respectively, and depreciation of all other property and equipment was $ 174 million, $ 173 million and $ 145

million, respectively.

In 2022, 2021 and 2020, amortization of software and internally developed software was $ 247 million, $ 213 million and $ 190 million, respectively, and depreciation of all other property and equipment was $ 174 million, $ 174 million and $ 173 million, respectively.

As of December 31, 2022 and 2021, unamortized software and internally developed software was $ 427 million and $ 361 million, respectively.

During 2020, we recorded an impairment charge of $ 11 million related to capitalized software developed at Bakkt that was no longer useful.

The valuation was performed by a third-party valuation expert and the impairment is included in depreciation expense.

Goodwill and Other Intangible Assets

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Amortization of other intangible assets ( 622 )

Other activity, net

Other intangible assets balance at December 31, 2021

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Other intangible assets balance at December 31, 2022

We completed our divestiture of Bakkt in 2021 and our acquisitions of Bridge2 Solutions and Ellie Mae during 2020 (Note 3).

We completed our divestiture of Bakkt in 2021 (see Note 3).

Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S.

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We have performed an analysis of impairment indicators and did not recognize any impairment losses on goodwill or other intangible assets in 2022, 2021 or 2020.

In 2019, we recorded an impairment charge of $ 31 million on the remaining value of exchange registration intangible assets on ICE Futures Singapore as a result of a decrease in fair value determined during our annual impairment testing.

ICE Futures Singapore is part of our Exchanges segment.

Other intangible assets and the related accumulated amortization consisted of the following (in millions):

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Market data provider relationships 11 11 20

As of December 31, Useful Life

Non-compete agreements 42 42 1 to 5

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Trade names and trademarks with indefinite lives 280 280

In-process research and development — 67

Total indefinite-lived intangible assets 6,506 6,520

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We expect future amortization expense from the finite-lived intangible assets as of December 31, 2022 to be as follows (in millions):

Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue.

Total deferred revenue was $ 284 million as of December 31, 2021, including $ 194 million in current deferred revenue and $ 90 million in other non-current liabilities.

Total deferred revenue was $ 259 million as of December 31, 2020, including $ 158 million in current deferred revenue and $ 101 million in other non-current liabilities.

The changes in our deferred revenue during 2021 and 2020 are as follows (in millions):

Annual Listing Revenue Original Listing Revenues Other Listing Revenues Data Services and Other Revenues Mortgage Technology Total

Deferred revenue balance at January 1, 2020

$ — $ 19 $ 94 $ 86 $ 2 $ 201

386 12 40 444 73 955

( 386 ) ( 18 ) ( 42 ) ( 435 ) ( 16 ) ( 897 )

Deferred revenue balance at December 31, 2020

— 13 92 95 59 259

403 39 44 451 83 1,020

( 403 ) ( 33 ) ( 43 ) ( 453 ) ( 63 ) ( 995 )

Deferred revenue balance at December 31, 2021

$ — $ 19 $ 93 $ 93 $ 79 $ 284

The increase in our deferred revenue balance in 2020 in our Mortgage Technology segment relates to our September 2020 acquisition of Ellie Mae.

The Mortgage Technology deferred revenue balance as of December 31, 2021 primarily relates to origination technology subscription services for which the performance obligations have not yet been provided as of the balance sheet date but for which billings or payments have been received in advance.

Performance obligations

for origination technology revenue consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied.

Contracts generally range from one year to five years .

Included in the amortization recognized in 2021, $ 152 million related to the deferred revenue balance as of January 1, 2021.

Included in the amortization in 2020, $ 123 million related to the deferred revenue balance as of January 1, 2020.

As of December 31, 2021, we estimate that our deferred revenue will be recognized in the following years (in millions):

Original Listing Revenues Other Listing Revenues Data Services and Other Revenues Mortgage Technology Total

2022 $ 16 $ 29 $ 84 $ 65 $ 194

2023 3 25 3 9 40

2024 — 18 3 4 25

2025 — 13 1 1 15

2026 — 7 1 — 8

Thereafter — 1 1 — 2

Total $ 19 $ 93 $ 93 $ 79 $ 284

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

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Commercial Paper

$ 1,012 $ 2,405

2022 Senior Notes ( 2.35 % senior unsecured notes due September 15, 2022)

2022 Senior Notes ( 2.35 % senior notes due September 15, 2022)

Other short-term debt

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Long-term debt:

2022 Senior Notes ( 2.35 % senior unsecured notes due September 15, 2022)

2023 Senior Notes (floating rate senior unsecured notes due June 15, 2023)

2023 Senior Notes ( 0.70 % senior unsecured notes due June 15, 2023)

2023 Senior Notes ( 3.45 % senior unsecured notes due September 21, 2023)

2023 Senior Notes ( 4.00 % senior unsecured notes due October 15, 2023)

2025 Senior Notes ( 3.75 % senior unsecured notes due December 1, 2025)

2027 Senior Notes ( 3.10 % senior unsecured notes due September 15, 2027)

2028 Senior Notes ( 3.75 % senior unsecured notes due September 21, 2028)

2030 Senior Notes ( 2.10 % senior unsecured notes due June 15, 2030)

2032 Senior Notes ( 1.85 % senior unsecured notes due September 15, 2032)

2040 Senior Notes ( 2.65 % senior unsecured notes due September 15, 2040)

2048 Senior Notes ( 4.25 % senior unsecured notes due September 21, 2048)

2050 Senior Notes ( 3.00 % senior unsecured notes due June 15, 2050)

2060 Senior Notes ( 3.00 % senior unsecured notes due September 15, 2060)

2023 Senior Notes ( 0.70 % senior notes due June 15, 2023)

2023 Senior Notes ( 3.45 % senior notes due September 21, 2023)

2023 Senior Notes ( 4.00 % senior notes due October 15, 2023)

2025 Senior Notes ( 3.65 % senior notes due May 23, 2025)

2025 Senior Notes ( 3.75 % senior notes due December 1, 2025)

2027 Senior Notes ( 4.00 % senior notes due September 15, 2027)

2027 Senior Notes ( 3.10 % senior notes due September 15, 2027)

2028 Senior Notes ( 3.75 % senior notes due September 21, 2028)

2029 Senior Notes ( 4.35 % senior notes due June 15, 2029)

2030 Senior Notes ( 2.10 % senior notes due June 15, 2030)

2032 Senior Notes ( 1.85 % senior notes due September 15, 2032)

2033 Senior Notes ( 4.60 % senior notes due March 15, 2033)

2040 Senior Notes ( 2.65 % senior notes due September 15, 2040)

2048 Senior Notes ( 4.25 % senior notes due September 21, 2048)

2050 Senior Notes ( 3.00 % senior notes due June 15, 2050)

2052 Senior Notes ( 4.95 % senior notes due June 15, 2052)

2060 Senior Notes ( 3.00 % senior notes due September 15, 2060)

2062 Senior Notes ( 5.20 % senior notes due June 15, 2062)

Total long-term debt

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• Credit Facility:

We have a $ 3.8 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $ 625 million, subject to the consent of the lenders funding the increase and certain other conditions.

On October 15, 2021, we agreed with the lenders

to extend the maturity date of the Credit Facility from August 21, 2025 to October 15, 2026, among other items.

We incurred new debt issuance costs of $ 4 million and $ 9 million during 2021 and 2020, respectively, relating to the Credit Facility and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility.

We have a $ 3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $ 1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions.

On October 15, 2021, we agreed with the lenders to extend the date of the Credit Facility from August 21, 2025 to October 15, 2026, among other items.

On May 25, 2022, we agreed with the lenders to extend the maturity date of the Credit Facility from October 15, 2026, to May 25, 2027, among other items.

We also exercised our option to increase the amount of the Credit Facility from $ 3.8 billion to $ 3.9 billion.

We incurred new debt issuance costs of $ 4 million during both 2022 and 2021 relating to the Credit Facility and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility.

No amounts were outstanding under the Credit Facility as of December 31, 2022.

As of December 31, 2021, of the $ 3.8 billion that is currently available for borrowing under the Credit Facility, $ 1.0 billion is required to back-stop the amount outstanding under our U.S.

dollar commercial paper program, or the Commercial Paper Program, and $ 171 million is required to support certain broker-dealer and other subsidiary commitments.

The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings.

As of December 31, 2022, of the $ 3.9 billion that was available for borrowing under the Credit Facility, $ 171 million was required to support certain broker-dealer and other subsidiary commitments.

We did not have any notes outstanding under our U.S.

dollar commercial paper program, or the Commercial Paper Program, as of December 31, 2022.

Therefore, there was not a required amount to backstop the Commercial Paper Program.

Amounts required to back-stop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings.

The remaining $ 3.7 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.

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The Credit Facility also contains customary representations and warranties, covenants and events of default, including a leverage ratio, limitations on liens on our assets, indebtedness of non-obligor subsidiaries, the sale of all or substantially all of our assets, and other matters.

• 2022 Bridge Facility:

On May 4, 2022, we entered into a 364 -day senior unsecured bridge facility in an aggregate principal amount not to exceed $ 14.0 billion, or the Bridge Facility.

The commitments that the Company obtained for the Bridge Facility have been permanently reduced from $ 14.0 billion and there were no amounts outstanding as of December 31, 2022 as a result of (i) the amendment and extension of the Credit Facility, (ii) the issuance by the Company of certain senior unsecured notes on May 23, 2022, (iii) Euroclear divestment proceeds, (iv) the generation of cash internally by the Company, and (v) the effectiveness of our term loan facility.

• 2022 Term Loan:

On May 25, 2022, we entered into a $ 2.4 billion two-year senior unsecured delayed draw term loan facility, or Term Loan.

Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin.

The applicable margin ranges from 0.625 % to 1.125 % for Term SOFR loans and from 0.000 % to 0.125 % for base rate loans, in each case, based on a ratings-based pricing grid.

The proceeds from borrowings under the Term Loan will be used to fund a portion of the purchase price for the Black Knight acquisition.

We incurred new debt issuance costs of $ 4 million relating to the Term Loan and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Term Loan.

We have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time.

No amounts were outstanding under the Term Loan as of December 31, 2022.

• 2020 Term Loan:

On August 21, 2020, we entered into a $ 750 million 18 -month senior unsecured delayed draw term loan facility with a maturity date of February 21, 2022.

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The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.

We had net repayments of $ 1.0 billion under the Commercial Paper Program during 2022 funded, in part, by the May 2023 net proceeds from our Senior Notes offering, discussed below.

We had net repayments of $ 1.4 billion under the Commercial Paper Program during 2021.

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We had net issuances of $ 1.1 billion under the Commercial Paper Program during 2020 the proceeds of which were primarily used to fund a portion of the purchase price for the Ellie Mae acquisition.

We had net issuances of $ 360 million under the Commercial Paper Program during 2019 the proceeds of which were used to fund the acquisition of Simplifile and for general corporate purposes.

We repaid a portion of the amounts outstanding under the program during 2022, 2021 and 2020 with cash flows from operations.

Commercial paper notes of $ 1.0 billion with original maturities ranging from three to 73 days were outstanding as of December 31, 2021, with a weighted average interest rate of 0.33 % per annum, and a weighted average remaining maturity of 26 days.

Commercial paper notes of $ 2.4 billion with original maturities ranging from four to 266 days were outstanding as of December 31, 2020 with a weighted average interest rate of 0.40 % per annum, and a weighted average remaining maturity of 82 days.

As of December 31, 2022, we did not have any notes outstanding under our Commercial Paper Program.

As of December 31, 2021, commercial paper notes of $ 1.0 billion with original maturities ranging from three to 73 days were outstanding with a weighted average interest rate of 0.33 % per annum, and a weighted average remaining maturity of 26 days.

New Senior Notes

On May 23, 2022, we issued $ 8.0 billion in aggregate principal amount of new fixed rate senior notes, comprised of the following:

• $ 1.25 billion in aggregate principal amount of 3.65 % senior notes due in 2025, or the 2025 Notes;

• $ 1.5 billion in aggregate principal amount of 4.00 % senior notes due in 2027, or the 2027 Notes;

• $ 1.25 billion in aggregate principal amount of 4.35 % senior notes due in 2029, or the 2029 Notes;

• $ 1.5 billion in aggregate principal amount of 4.60 % senior notes due in 2033, or the 2033 Notes;

• $ 1.5 billion in aggregate principal amount of 4.95 % senior notes due in 2052, or the 2052 Notes;

• $ 1.0 billion in aggregate principal amount of 5.20 % senior notes due in 2062, or the 2062 Notes, collectively, the Notes.

We intend to use the net proceeds of $ 4.9 billion from the offering of the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes, or collectively, the SMR Notes, together with the issuance of commercial paper and/or borrowings under the Credit Facility, cash on hand or other immediately available funds and borrowings under the Term Loan, discussed below, to finance the cash portion of the purchase price for Black Knight.

The SMR Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding SMR Notes at a redemption price equal to 101 % of the aggregate principal amount of the SMR Notes, plus accrued and unpaid interest, in the event that the Black Knight acquisition is not consummated on or prior to May 4, 2023, subject to two automatic extensions of three months each, to August 4, 2023 and to November 4, 2023, respectively, if U.S.

antitrust clearance or a related law, injunction, order or other judgment, in each case whether temporary, preliminary or permanent, that restrains, enjoins or otherwise prohibits the consummation of the Black Knight merger remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date, or if the Black Knight merger agreement is terminated at any time prior to such date.

The $ 4.9 billion of net proceeds from the SMR Notes are separately invested and recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as of December 31, 2022.

We used the $ 3.0 billion of net proceeds from the offering of the 2033 Notes and the 2052 Notes to redeem $ 2.7 billion aggregate principal amount of four series of senior notes that would have matured in 2022 and 2023.

The balance of the net proceeds was used for general corporate purposes, which included paying down a portion of the amounts outstanding under our Commercial Paper Program.

We recorded $ 30 million in costs associated with the extinguishment and re-financing of our existing debt in connection with our May 2022 debt refinancing which includes a make-whole redemption of $ 18 million, duplicative interest of $ 7 million and $ 5 million of accelerated unamortized deferred debt costs.

These costs are included in interest expense in our consolidated statements of income for 2022.

We incurred debt issuance costs of $ 67 million relating to the issuance of the Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the Notes.

The Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

Fixed Rate Senior Notes

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In September 2021, we used the proceeds from commercial paper issuances and cash on hand to fund the redemption of $ 1.25 billion of the Floating Rate Notes and recorded $ 4 million of accelerated unamortized deferred loan costs, included in interest expense in our consolidated statements of income for 2021.

In May 2022, we used the proceeds from the Notes to fund the redemption of $ 1.0 billion in aggregate principal amount of 0.70 % senior notes due in 2023.

• Senior Notes Issued in May 2020:

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We incurred debt issuance costs of $ 21 million relating to these notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.

In June 2022, we used the proceeds from the Notes to fund the redemption of $ 400 million in aggregate principal amount of 3.45 % notes due in 2023.

• Senior Notes Issued in August 2017:

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We incurred debt issuance costs of $ 8 million relating to these notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.

In June 2022, we used the proceeds from the Notes to fund the redemption of $ 500 million in aggregate principal amount of 2.35 % notes due in 2022.

• Senior Notes Issued in November 2015:

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We used the net proceeds to finance a portion of the purchase price of the acquisition of NYSE.

In June 2022, we used the proceeds from the Notes to fund the redemption of $ 800 million in aggregate principal amount of 4.00 % notes due in 2023.

All of our Senior Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

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The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock and under our employee stock purchase plan were $ 155 million, $ 188 million and $ 139 million in 2022, 2021 and 2020, respectively, net of $ 16 million, $ 13 million and $ 12 million, respectively, that was capitalized as software development costs.

As of December 31, 2021, we had 31.6 million shares in total under various equity plans available for future issuance as stock option and restricted stock awards.

This includes the expense related to the Bakkt Incentive Units, described below.

As of December 31, 2022, we had 40.2 million shares in total under various equity plans available for future issuance as stock option and restricted stock awards.

Stock Option Plans

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Outstanding at December 31, 2020

3,147 $ 58.96

Granted 310 $ 114.19

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2,964 $ 68.77

( 417 ) $ 53.30

( 26 ) $ 123.77

Outstanding at December 31, 2022

2,787 $ 76.38

Details of stock options outstanding as of December 31, 2022 are as follows:

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We recognize the remaining compensation costs over the remaining vesting period.

market condition will affect the number of shares granted (as the market condition only affects shares granted in excess of certain financial performance targets), and our expectation of achieving the financial performance targets.

For awards with a market condition, fair value is estimated based on a simulation of various outcomes and includes inputs such as our stock price on the grant date, the valuation of historical awards with market conditions, the probability that the market condition will affect the number of shares granted (as the market condition only affects shares granted in excess of certain financial performance targets), and our expectation of achieving the financial performance targets.

In February 2022, we reserved a maximum of 0.7 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees.

The number of shares ultimately granted under this award is based on our actual financial performance as compared to financial performance targets set by our Board and the Compensation Committee for the year ending December 31, 2022, and is also subject to a market condition reduction based on how our 2022 total stockholder return, or TSR, compared to that of the S&P 500 Index.

In 2021, a TSR share reduction was required to reflect that the S&P 500 Index TSR outperformed ours.

Based on our actual 2021 financial performance as compared to the 2021 financial performance level thresholds, and as adjusted for the TSR haircut, 0.5 million restricted shares were awarded, which resulted in $ 58 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 32 million expensed during 2021.

In 2022, we performed at a performance level "below-target".

Based on our actual 2022 financial performance as compared to the 2022 financial performance level thresholds, and without a required TSR haircut since we were "below-target", 0.3 million restricted shares will be awarded.

This results in $ 39 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 22 million expensed during 2022.

The following is a summary of nonvested restricted shares under all plans discussed above:

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Nonvested at January 1, 2020

4,470 $ 60.56

Granted 1,697 91.83

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There are two offering periods each year, from January 1 st (or the first trading day thereafter) through June 30 th (or the last trading day prior to such date) and from July 1 st (or the first trading day thereafter) through December 31 st (or the last trading day prior to such date).

The purchase price per share of common stock is 85 % of the lesser of the fair market value of the stock on the first or the last trading

day of each offering period.

price per share of common stock is 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

We recorded compensation expenses of $ 13 million, $ 11 million and $ 8 million during 2022, 2021 and 2020, respectively, related to the discount given to our participating employees.

Bakkt Incentive Units

Prior to the Bakkt merger with VIH (Note 3), we sponsored the Bakkt Equity Incentive Plan under which Bakkt issued various Bakkt preferred, common and phantom, or participation, equity unit awards.

Prior to the Bakkt merger with VIH (see Note 3), we sponsored the Bakkt Equity Incentive Plan under which Bakkt issued various Bakkt preferred, common and phantom, or participation, equity unit awards.

These awards were made to certain employees and board members of Bakkt.

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As a result, during 2021, we incurred $ 31 million of non-cash compensation expense related to these awards which we recorded as an acquisition-related cost prior to deconsolidating Bakkt.

We are authorized to issue 1.5 billion shares with a par value of $ 0.01 per share.

Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders are entitled to vote, including the election and removal of directors.

There were 634 million and 559 million shares of common stock issued and outstanding, respectively, as of December 31, 2022.

There were 631 million and 561 million shares of common stock issued and outstanding, respectively, as of December 31, 2021.

Preferred Stock

We are authorized to issue 100 million shares of preferred stock with a par value of $ 0.01 per share.

The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock).

As of December 31, 2022, no shares of preferred stock have been issued.

Treasury Stock

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The $ 3.15 billion replaces the previous amount approved by the Board.

In December 2021 we entered into a new Rule 10b5-1 trading plan that will become effective in February 2022.

During 2021, 2020 and 2019, we repurchased 1.8 million shares, 13.6 million shares and 17.4 million shares, respectively, of our outstanding common stock at a cost of $ 250 million, $ 1.2 billion and $ 1.5 billion, respectively, excluding shares withheld upon vesting of equity awards.

In December 2021 we entered

into a new Rule 10b5-1 trading plan that became effective in February 2022.

In connection with our pending acquisition of Black Knight, on May 4, 2022, we terminated our Rule 10b5-1 trading plan and suspended share repurchases.

During 2022, 2021 and 2020, we repurchased 5.0 million shares, 1.8 million shares and 13.6 million shares, respectively, of our outstanding common stock at a cost of $ 632 million, $ 250 million and $ 1.2 billion, respectively, excluding shares withheld upon vesting of equity awards.

The shares repurchased are held in treasury stock.

As of December 31, 2021, the remaining balance of Board approved funds for future repurchase was $ 903 million.

As of December 31, 2022, the remaining balance of Board approved funds for future repurchase was $ 2.5 billion.

The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock.

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13,603 $ 91.69 $ 1,247

(1) Includes 0.4 million shares purchased on the open market at a cost of $ 50 million and 4.6 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 582 million.

(2) All 1.8 million shares were purchased on the open market at a cost of $ 250 million.

(3) Includes 3.2 million shares purchased on the open market at a cost of $ 299 million and 10.4 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 948 million.

(3) Includes 1.3 million shares purchased on the open market at a cost of $ 100 million and 16.1 million shares purchased under our Rule 10b5-1 trading plan at a cost of $ 1.4 billion.

Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, our financial results and capital requirements, and other considerations which our Board deems relevant, without a predetermined annual net income payout ratio.

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( 15 ) 187 61

$ ( 593 ) $ 537 $ 92

Total income tax expense $ 310 $ 1,629 $ 658

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State apportionment changes — — ( 1 )

State deferred benefit of Bakkt impairment ( 5 ) — —

Total provision for income taxes

17 % 29 % 24 %

Our effective tax rates were 29 %, 24 % and 21 % in 2021, 2020 and 2019, respectively.

The effective tax rate in 2021 is higher than in 2020 primarily due to the deferred income tax impacts from the U.K.

tax law changes as well as the Bakkt transaction.

In June 2021, the U.K.

The effective tax rate in 2022 was lower than in prior years primarily due to the deferred income tax benefit from the impairment of our equity investment in Bakkt recorded in the current year, and the deferred income tax expenses recorded in prior years from U.K.

tax law changes in the prior years.

In 2021, the U.K.

enacted a corporate income tax rate increase from 19% to 25% effective April 1, 2023.

The effective tax rate in 2020 was higher than in 2019 primarily due to U.K.

tax law changes enacted in July 2020, which increased the corporate income tax rate from 17% to 19% effective April 1, 2020.

deferred tax impact was partially offset by favorable state apportionment changes as a result of our acquisition of Ellie Mae, as well as favorable changes in certain international tax provisions as part of the TCJA in 2020.

In 2020, the U.K.

enacted a corporate income tax rate increase from 17% to 19% effective April 1, 2020.

On November 15, 2021, the Infrastructure Investment and Jobs Act was signed into law.

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As a result of the U.K.

corporate income tax rate change from 19% to 25% enacted in June 2021, and from 17% to 19% enacted in 2020, we revalued the U.K.

income tax rate change from 19% to 25% enacted in June 2021, and from 17% to 19% enacted in 2020, we revalued the U.K.

deferred tax assets and liabilities accordingly.

Certain unrecognized tax benefits associated with our acquisition of Ellie Mae are presented as a reduction to related deferred tax assets.

During the fourth quarter of 2021, we deconsolidated Bakkt and treat it as an equity investment within our consolidated financial statements resulting in a pre-tax gain of $ 1.4 billion (Note 3).

The deferred tax liability with respect to the equity investment in Bakkt is $ 424 million as of December 31, 2021 and is reflected in the following table, which summarizes the significant components of our deferred tax liabilities and assets as of December 31, 2021 and 2020 (in millions):

During the fourth quarter of 2021, we deconsolidated Bakkt and treat it as an equity investment within our consolidated financial statements resulting in a pre-tax gain of $ 1.4 billion (see Note 3).

The deferred tax liability associated with our Bakkt equity method investment decreased significantly in 2022 due to the impairment of the investment.

The deferred tax liability associated with property and equipment decreased significantly due to capitalized research and experimental expenditure requirements that became effective in 2022 under the Tax Cuts and Jobs Act.

The following table summarizes the significant components of our deferred tax liabilities and assets as of December 31, 2022 and 2021 (in millions):

As of December 31,

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We recorded a valuation allowance for deferred tax assets of $ 92 million and $ 99 million as of December 31, 2022 and 2021, respectively.

Decreases in 2020 primarily relate to certain tax attributes that expired during the year and increased future taxable capital gains.

Increases charged against goodwill primarily relate to deferred tax assets arising on acquisitions.

Decreases in 2022 and 2020 primarily related to taxable capital gain and certain tax attributes that expired, respectively.

The increase in 2021 is primarily due to certain carried forward foreign tax attributes and foreign tax attributes generated in 2021 that became unrealizable during the year.

Increases charged against goodwill in 2020 primarily relate to deferred tax assets arising on acquisitions.

The majority of our undistributed earnings of our non-U.S.

subsidiaries are subject to the Global Intangible Low-Taxed Income provisions under the TCJA and, as such, are subject to immediate U.S.

subsidiaries are subject to the Global Intangible Low-Taxed Income provisions and, as such, are subject to immediate U.S.

income taxation and can be distributed to the U.S.

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Beginning balance of unrecognized tax benefits

229 188 $ 103

Additions/(reductions) related to acquisitions — ( 1 ) 58

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Reductions related to settlements with taxing authorities

— ( 3 ) ( 7 )

Ending balance of unrecognized tax benefits

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States 2009 - 2022

We have filed amended U.S.

federal returns for the years prior to 2019 to claim additional credits and deductions and the associated refund claims are subject to review by the U.S.

taxing authorities.

Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, including interest and penalties, have been provided for any adjustments expected to result from open tax years.

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ICE Clear U.S.

Agricultural, metals, and foreign exchange, or FX index futures and options contracts, equity futures contracts and digital assets futures contracts ICE Futures U.S.

Agricultural, metals, foreign exchange, or FX, interest rate, equity index and digital asset futures and/or options contracts ICE Futures U.S.

ICE Clear Credit OTC North American, European, Asian-Pacific and Emerging Market CDS instruments Creditex and third-party venues U.S.

ICE Clear Netherlands Derivatives on equities and equity indices traded on regulated markets ICE Endex The Netherlands

ICE Clear Singapore Energy, metals and financial futures products and digital assets futures contracts ICE Futures Singapore Singapore

ICE NGX Physical North American natural gas, electricity and oil futures ICE NGX Canada

ICE Clear Singapore Energy, metals and financial futures products and digital asset futures contracts ICE Futures Singapore Singapore

ICE NGX Physical North American natural gas and electricity ICE NGX Canada

In 2022, we announced our decision to cease our CDS clearing service at ICE Clear Europe, our clearing house in the U.K., and thereafter our sole CDS clearing offering will be at our ICE Clear Credit clearing house in the U.S.

Original and Variation Margin

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In the event that the defaulting Member's deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses will first use their respective contributions to the guaranty fund, often referred to as Skin In The Game, or SITG, to pay any remaining amount owed.

In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits, or collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits and default insurance, or collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

As of December 31, 2022 and 2021, the ICE Clearing Houses had received or had been pledged $ 273.3 billion and $ 239.9 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

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In addition, we have contributed our own capital that could be used if a defaulting Member’s original margin and guaranty fund deposits are insufficient.

Included in the total contribution to ICE Clear U.S.

as of December 31, 2022, is $ 15 million from Bakkt, solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S.

may clear in the future.

Such amounts are recorded as long-term restricted cash and cash equivalents in our balance sheets and are as follows (in millions):

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Total $ 405 $ 398 $ 400 $ 250

Of our total contribution to ICE Clear U.S.

above, as of December 31, 2021, $ 15 million is solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S.

may clear in the future.

In March 2021, we increased our contribution to ICE Clear Europe's guaranty fund by $ 10 million in connection with the launch of ICE Futures Abu Dhabi Limited.

We also maintain default insurance as an additional layer of clearing member default protection which is reflected in the table below.

The default insurance was added in September 2019 and has a three-year term for the following clearing houses in the following amounts:

The default insurance was renewed in September 2022 and has a three-year term for the following clearing houses in the following amounts:

ICE Clear Europe - $ 100 million;

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Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.

As of December 31, 2021, ICE NGX maintains a guaranty fund utilizing a $ 115 million letter of credit and a default insurance policy, discussed below.

Cash and Invested Deposits

We have recorded cash and invested margin deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members.

As of December 31, 2022, ICE NGX maintained a guaranty fund of $ 215 million, comprising $ 15 million in cash and a $ 200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

Below is a depiction of our Default Waterfall which summarizes the lines of defense and layers of protection we maintain at ICE Clear Europe, ICE Clear U.S.

and ICE Clear Credit.

ICE Clearing House Default Waterfall

Cash and Invested Margin Deposits

We have recorded cash and invested margin and guaranty fund deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members.

As of December 31, 2022, our cash and invested margin deposits were as follows (in millions):

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(2) $ 92.0 billion and $ 6.2 billion is related to futures/options and CDS, respectively.

Our cash and invested margin and guaranty fund deposits are maintained in accounts with national banks and highly-rated financial institutions or secured through direct investments, primarily in U.S.

invested margin and guaranty fund deposits are maintained in accounts with national banks and highly-rated financial institutions or secured through direct investments, primarily in U.S.

Treasury and other highly-rated foreign government securities, or reverse repurchase agreements with primarily overnight maturities.

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As of December 31, 2021, ICE Clear Europe held € 47.2 billion ($ 53.7 billion based on the euro/U.S.

dollar exchange rate of 1.2216 as of December 31, 2020) at De Nederlandsche Bank, or DNB, £ 2.3 billion ($ 3.1 billion based on the pound sterling/U.S.

dollar exchange rate of 1.1372 as of December 31, 2021) at ECB, £ 1.7 billion ($ 2.3 billion based on the pound sterling/U.S.

dollar exchange rate of 1.3524 as of December 31, 2021) at the BOE and € 10 million ($ 11 million based on the above exchange rate) at the BOE.

Other Deposits

Non-cash original margin and guaranty fund deposits are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets.

pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets.

Any income, gain or loss accrues to the clearing members.

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There is no impact on our consolidated statements of income as an equal amount is recognized as both an asset and a liability.

ICE NGX marks all outstanding contracts to market daily, but only collects variation margin when a Member's open position falls outside a specified percentage of its pledged collateral.

ICE NGX marks all of its outstanding physical natural gas and physical power contracts to market daily, but only collects variation margin when a Member's open position falls outside a specified percentage of its pledged collateral.

Due to the highly liquid nature and the short period of time to maturity, the fair values of our delivery contract net payable and net receivable are determined to approximate carrying value.

ICE NGX requires Members to maintain cash or letters of credit to serve as collateral in the event of default.

The cash is maintained in a segregated bank account, held in trust and remains the property of the Member, therefore, it is not included in our balance sheets.

ICE NGX maintains a $ 250 million daylight liquidity facility with a third-party Canadian chartered bank which is available in the event of physical settlement shortfalls, subject to certain conditions.

As of December 31, 2021, ICE NGX maintains a guaranty fund of $ 115 million funded by a $ 100 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount the ICE NGX is responsible for under the default insurance policy.

In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter

of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $ 100 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

The cash is maintained in a segregated bank account for the benefit of the Member, and remains the property of the Member and, therefore, is not included in our balance sheets.

ICE NGX maintains a committed daylight-overnight liquidity facility in the amount of $ 100 million with an additional $ 150 million uncommitted with a third-party Canadian chartered bank which provides liquidity in the event of a settlement shortfall, subject to certain conditions.

During 2022, ICE NGX increased its default insurance by $ 100 million, and as of December 31, 2022, ICE NGX maintains a guaranty fund of $ 215 million funded by a $ 200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount the ICE NGX is responsible for under the default insurance policy.

In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $ 200 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

Clearing House Exposure

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The ICE Clearing Houses have never experienced an incident of a clearing member default which has required the use of the guaranty funds of non-defaulting clearing members or the assets of the ICE Clearing Houses.

We have lease agreements for office space, equipment facilities and certain computer equipment for lease terms up to eighteen years .

All of our leases are classified as operating leases and we do not have any leases classified as finance leases.

At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists.

An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration.

Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

We have elected the short-term lease policy to recognize leases with a term of 12 months or less as rent expense on a straight-line basis over the lease term and do not recognize these short-term leases on our balance sheet.

We have elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets.

We have elected to use a portfolio approach in consideration of our incremental borrowing rate to our population of lease agreements.

Certain lease agreements include options to extend, renew or terminate the lease agreement.

Our lease agreements do not contain any residual value guarantees.

As of December 31, 2022, the weighted-average remaining lease term was 4.7 years and the weighted average discount rate was 3.0 %.

As of December 31, 2021, the weighted-average remaining lease term was 5.1 years and the weighted average discount rate was 3.1 %.

Our lease agreements do not contain any residual value guarantees.

We recognized $ 52 million, $ 61 million and $ 46 million of rent expense for office space as rent and occupancy expense in 2022, 2021, and 2020, respectively, and $ 26 million, $ 24 million and $ 22 million for data center facilities as technology and communication expense in 2022, 2021, and 2020, respectively, within our consolidated income statements.

We do not have any significant variable lease costs related to building and maintenance costs, real estate taxes, or other charges.

Our lease assets are included within property, plant and equipment and our lease liabilities are included in current and noncurrent liabilities within our consolidated balance sheets.

Details of our lease asset and liability balances are as follows (in millions):

December 31, 2022

December 31, 2021

January 1, 2020

Right-of-use lease assets $ 278 $ 278 $ 339

Current operating lease liability

Non-current operating lease liability

Total operating lease liability $ 319 $ 324 $ 389

As of December 31, 2022, we estimate that our operating lease liability will be recognized in the following years (in millions):

Lease liability amounts repayable

Interest costs

Total operating lease liability

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

December 31, 2022

December 31, 2021

Cash paid for amounts included in the measurement of operating lease liability

Right-of-use assets obtained in exchange for operating lease obligations

Commitments and Contingencies

We have lease agreements for office space, equipment facilities and certain computer equipment for varying periods that expire at various dates through 2029.

All of our leases are classified as operating leases.

For details of our lease assets, lease liabilities and rent expense see Note 2.

Legal Proceedings

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District Court for the Southern District of New York, or the Southern District, by the City of Providence, Rhode Island, and other plaintiffs.

In a subsequent consolidated amended complaint filed against only the exchange defendants (which include exchanges owned and operated by Nasdaq and Cboe), the plaintiffs asserted claims on behalf of a class of “all public investors” who bought or sold stock from April 18, 2009 to the present on the named exchanges.

In a subsequent consolidated amended complaint filed against only the exchange defendants (which include exchanges owned and operated by Nasdaq and Cboe Global Markets,Inc.), the plaintiffs asserted claims on behalf of a class of “all public investors” who bought or sold stock from April 18, 2009 to the present on the named exchanges.

In 2015, the district court granted a motion to dismiss filed by the exchange defendants and dismissed the complaint with prejudice.

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Court of Appeals for the Second Circuit, or the Second Circuit, issued a decision vacating the dismissal and remanding the case to the district court for further proceedings.

The Second Circuit held that the claims against the exchanges were not barred by the doctrine of self-regulatory organization immunity

because (in the view of the Second Circuit) the exchanges were not carrying out regulatory functions while operating their markets and engaging in the challenged conduct at issue, and that the plaintiffs had adequately pleaded claims against the defendants under Section 10(b) of the Exchange Act.

The Second Circuit held that the claims against the exchanges were not barred by the doctrine of self-regulatory organization immunity because (in the view of the Second Circuit) the exchanges were not carrying out regulatory functions while operating their markets and engaging in the challenged conduct at issue, and that the plaintiffs had adequately pleaded claims against the defendants under Section 10(b) of the Exchange Act.

The Second Circuit directed that, on remand, the district court should address and rule upon various other defenses raised by the exchanges in their motion to dismiss (which the district court did not address in its prior opinion and order).

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and the defendants filed motions for summary judgment on the basis of preclusion and lack of standing.

The parties are awaiting decisions from the court.

On March 28, 2022, the district court entered an order granting the defendant exchanges’ motion for summary judgment on the ground that the plaintiffs lacked standing, and dismissing without prejudice the plaintiffs’ claims on this basis.

Among other things, the court found that the plaintiffs failed to show that they had been injured and that, even putting aside this defect, the plaintiffs failed to produce evidence from which a jury could reasonably conclude that they suffered an injury traceable to any conduct of the exchanges.

The district court also held that the opinions of the plaintiffs’ principal expert witness in this matter were fundamentally flawed and unreliable, and therefore inadmissible.

In light of these holdings, the court denied as moot the plaintiffs’ motion for class certification and the exchanges’ motion for summary judgment on the basis of preclusion.

On April 25, 2022, the plaintiffs filed a notice of appeal of the dismissal order.

Effective as of June 6, 2022, the parties to the litigation executed settlement agreements pursuant to which, among other things, the plaintiffs withdrew their appeal with prejudice and provided the defendants a covenant not to sue (and additionally provided the NYSE and Cboe defendants a release of claims).

No monetary payment was made by the defendants.

The settlement agreements and dismissal of the appeal constitute the final resolution of this matter.

LIBOR Litigation

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IBA is the administrator for various regulated benchmarks, including the ICE LIBOR benchmark that is calculated daily based upon the submissions from a reference panel (which includes the Panel Bank Defendants).

The plaintiffs sought to litigate on behalf of a purported class of all U.S.-based persons or entities who transacted with a Panel Bank Defendant by receiving a payment on an interest rate indexed to a one-month or three-month USD LIBOR-benchmarked rate during the period from February 1, 2014 to the present.

The plaintiffs alleged that the ICE Defendants and the Panel Bank Defendants engaged in a conspiracy to set the LIBOR benchmark at artificially low levels, with an alleged purpose and effect of depressing payments by the Panel Bank Defendants to members of the purported class.

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The ICE Defendants and the Panel Bank Defendants filed motions to dismiss the consolidated amended complaint.

On March 26, 2020, the court issued a decision and order granting the ICE Defendants and the Panel Bank Defendants' motions to dismiss for failure to state a claim.

In 2020, the court issued a decision and order granting the ICE Defendants and the Panel Bank Defendants' motions to dismiss for failure to state a claim.

Among other things, the court found that the amended complaint “…is made up of almost entirely conclusory allegations and is essentially devoid of any evidence, direct or circumstantial, to support the conclusion that Defendants colluded with one another.”

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DYJ Holdings, LLC, a New Jersey-based holding company, was permitted, over the objection of the defendants, to intervene for the purpose of serving as named plaintiff and representative of the purported class.

On November 29, 2021, the Second Circuit heard oral argument on the merits of the underlying appeal, and the parties are awaiting a decision.

On February 14, 2022, the Second Circuit dismissed the appeal for lack of jurisdiction, holding that DYJ Holdings, LLC, the sole entity attempting to pursue the appeal, lacked standing to do so.

The dismissal of the appeal constitutes the final resolution of this matter.

ICE Data Pricing & Reference Data Matter

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Separately, PRD’s legacy business practices with respect to broker quotes received from a now-bankrupt entity named Live Well Financial, Inc., or Live Well, are relevant to potential civil claims against PRD.

In August 2019, the SEC and the

United States Department of Justice, respectively, filed civil and criminal charges against Live Well and certain of its executives, alleging that Live Well fraudulently provided over-stated “broker quotes” to a then-unnamed “industry-leading price service” (which was PRD).

Certain of Live Well’s financial institution creditors and its bankruptcy trustee have asserted to PRD that they believe they have putative claims against PRD related to Live Well’s actions.

As of December 31, 2021, PRD has resolved the potential claims of the trustee and all but one of the financial institution creditors.

PRD continues to deny any wrongdoing, and to the extent any unresolved assertions relating to broker quotes PRD received from Live Well become litigated matters, we plan to vigorously defend any such litigation.

SPAN Trademark Dispute

CME Group, Inc., or CME, filed suit against two of ICE’s clearing houses (ICE Clear U.S.

and ICE Clear Europe Limited) in 2018 in the U.S.

District Court for the Northern District of Illinois, alleging infringement of CME’s trademark for SPAN, which is a name generally used to refer to a type of initial margining approach that assesses risk for a variety of financial instruments on a portfolio-wide basis, as well as breach of contract and counterfeiting.

The ICE clearing entities and CME were parties to 10 -year license agreements that expired in 2017, pursuant to which the clearing entities paid CME a collective total of $ 50,001 over such 10 -year period for the right to use the SPAN trademark.

In 2020, CME informed ICE and the court that it was not seeking compensatory damages based on the license fees but rather that it would seek at trial the disgorgement of profits of the ICE clearing entities over the approximate one-year period during which the mark was referenced following expiration of the formal agreements.

A bench trial was held during September 2020, and, on August 17, 2021, the trial court issued findings of fact and conclusions of law, in which, among other things, the court found in favor of ICE on CME’s counterfeiting and breach of contract claims;

held that ICE had a valid implied license defense for significant periods of time of the alleged infringement;

and, excluding the periods to which the implied license applied, awarded CME a judgment for infringement of approximately $ 16 million.

In October 2021, this matter was resolved.

In August 2019, the SEC and the United States Department of Justice, respectively, filed civil and criminal charges against Live Well and certain of its executives, alleging that Live Well fraudulently provided over-stated “broker quotes” to a then-unnamed “industry-leading price service” (which was PRD).

Certain of Live Well’s financial institution creditors and its bankruptcy trustee asserted to PRD that they believed they had putative claims against PRD related to Live Well’s actions.

As of April 2022, PRD had resolved the potential claims of the trustee as well as all known claims of any of the financial institution creditors.

With the resolution of those clams, there are no known unresolved assertions of liability against PRD relating to broker quotes PRD received from Live Well.

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain.

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International

Fair Value Measurements

Asset Category

Quoted Prices in

Active Markets for

Identical Assets

(Level 1) Significant

Observable Inputs

(Level 2) Significant

(Level 3) Total

Fixed income securities

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$ 126 $ 563 $ 6 $ 695

The above table excludes trades pending settlement with a net benefit of $ 3 million as of December 31, 2021.

The above table excludes trades pending settlement with a net loss of $ 8 million as of December 31, 2022.

These trades settled in January 2023.

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$ 144 $ 767 $ 6 $ 917

The above table excludes trades pending settlement with a net obligation of $ 24 million as of December 31, 2020.

The above table excludes trades pending settlement with a net benefit of $ 3 million as of December 31, 2021.

These trades settled in January 2022.

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Interest cost

Actuarial (gain) loss

Actuarial gain

( 169 ) ( 35 )

Benefits paid

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Actual return on plan assets

( 186 ) ( 8 )

Benefits paid

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Amortization of loss

Aggregate pension expense

Aggregate pension (benefit)/expense

$ ( 2 ) $ 1 $ 2

We use a market-related value of plan assets when determining the estimated return on plan assets.

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To provide for the future payments of these benefits, we have purchased insurance on the lives of certain of the participants through company-owned policies.

As of December 31, 2021 and 2020, the cash surrender value of such policies was $ 61 million and $ 60 million, respectively, and is included in other non-current assets in the accompanying consolidated balance sheets.

As of both December 31, 2022 and 2021, the cash surrender value of such policies was $ 61 million and is included in other non-current assets in the accompanying consolidated balance sheets.

We also acquired a SERP through both the ICE NGX and CHX acquisitions.

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The resulting discount rates reflect the matching of plan liability cash flows to yield curves.

To develop the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

The determination of the interest cost component utilizes a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to each year’s discounted cash flow.

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These post-retirement benefit plans, which may be modified in accordance with their terms, are fully frozen.

The net periodic post-retirement benefit costs were $ 2 million each in 2021, 2020 and 2019.

The net periodic post-retirement benefit costs were $ 3 million, $ 2 million and $ 2 million in 2022, 2021 and 2020, respectively.

The defined benefit plans are unfunded and we currently do not expect to fund the post-retirement benefit plans.

The weighted-average discount rate for determining the benefit obligation as of December 31, 2021 and 2020 is 2.6 % and 2.1 %, respectively.

The weighted-average discount rate for determining the benefit obligation as of December 31, 2022 and 2021 was 4.9 % and 2.6 %, respectively.

The weighted-average discount rate for determining the interest cost as of December 31, 2022 and 2021 is 2.1 % and 1.6 %, respectively.

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Interest cost

Actuarial (gain) loss

Actuarial gain

Employee contributions

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Fair Value Measurements

Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of December 31, 2021 and 2020 are classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for the supplemental executive savings plan and SERP.

These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income (Note 16).

These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income (see Note 17).

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of December 31, 2022 or 2021.

We measure certain assets, such as intangible assets, at fair value on a non-recurring basis.

We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis.

These assets are recognized at fair value if they are deemed to be impaired.

As of December 31, 2021 and 2020, except for the 2020 impairment of software developed at Bakkt that is no longer useful (Note 7), none of our intangible assets were required to be recorded at fair value since no other impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU No.

2016-01 (Note 2).

During 2021, we evaluated these investments and concluded that certain fair value adjustments were required under this election based on recent transactions related to our investment in Euroclear (Note 4).

During 2022, we evaluated these intangible assets and investments and determined that the value of our equity method investment in Bakkt was impaired using a Level 1 input, which was the publicly-traded closing stock price of Bakkt on December 30, 2022, the last trading day of 2022.

As of December 31, 2022 and 2021, no other intangible assets or equity method investments were required to be recorded at fair value since no other impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU 2016-01 (see Note 2).

No fair value adjustments were required under our accounting policy election related to these investments (see Note 4).

See Note 14 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

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The fair values of our fixed rate notes were estimated using quoted market prices for these instruments.

The fair value of our commercial paper includes a discount and other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of December 31, 2021 and December 31, 2020.

The fair value of our commercial paper as of December 31, 2021 includes a discount and other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of December 31, 2022 and December 31, 2021.

As of December 31, 2022 As of December 31, 2021

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2.35 % Senior Notes due September 15, 2022

499 506 498 516

Other short-term debt

Floating rate Senior Notes due June 15, 2023 — — 1,244 1,254

0.70 % Senior Notes due June 15, 2023

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3.45 % Senior Notes due September 21, 2023

399 416 398 431

4.00 % Senior Notes due October 15, 2023

3.65 % Senior Notes due May 23, 2025

1,243 1,224 — —

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1,247 1,218 1,246 1,351

As of December 31, 2021 As of December 31, 2020

(in millions)

Carrying Amount

4.00 % Senior Notes due September 15, 2027

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498 465 497 533

3.75 % Senior Notes due September 21, 2028

594 568 594 664

4.35 % Senior Notes due June 15, 2029

1,240 1,210 — —

2.10 % Senior Notes due June 15, 2030

1,235 1,022 1,234 1,242

1.85 % Senior Notes due September 15, 2032

1,485 1,130 1,483 1,440

4.60 % Senior Notes due March 15, 2033

1,488 1,440 — —

2.65 % Senior Notes due September 15, 2040

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1,221 841 1,220 1,266

As of December 31, 2022 As of December 31, 2021

(in millions)

Carrying Amount

4.95 % Senior Notes due June 15, 2052

1,464 1,395 — —

3.00 % Senior Notes due September 15, 2060

1,471 938 1,470 1,487

5.20 % Senior Notes due June 15, 2062

$ 18,122 $ 15,779 $ 13,918 $ 14,551

Segment Reporting

Beginning in the first quarter of 2021, origination technology revenues include those related to our ICE Mortgage Technology network (previously reported in closing solutions revenues) and closing solutions revenues now include registration revenues related to MERS (previously reported in other revenues).

We believe these changes more accurately reflect how we operate the business.

The prior-year periods have been adjusted to reflect this change.

Our business is conducted through three reportable business segments, comprised of the following:

• Our Exchanges segment includes our global futures platforms for trade execution and clearing, NYSE trading and listings and various data services related to those platforms;

• Our Fixed Income and Data Services segment includes our fixed income and data analytics offerings, including pricing and reference data, indices, analytics, fixed income execution, or ICE Bonds, CDS clearing, our consolidated feeds, ICE Global Network businesses, other multi-asset class data and network services;

• Our Mortgage Technology segment provides mortgage technology solutions for the U.S.

We operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities;

• Fixed Income and Data Services:

We provide fixed income pricing, reference data, indices, analytics and execution services, as well as global CDS clearing and multi-asset class data delivery solutions;

• Mortgage Technology:

We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S.

residential mortgage market, from application through closing and the secondary market.

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Our three segments do not engage in intersegment transactions.

Financial data for our business segments is as follows in 2021, 2020 and 2019 (in millions):

Financial data for our business segments is as follows for 2022, 2021 and 2020 (in millions):

Year Ended December 31, 2022

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Operating income $ 2,389 $ 492 $ 152 $ 3,033

No customers or clearing members accounted for more than 10% of our Exchanges revenues, less transaction-based expenses during 2022.

Revenue from one member of our Exchanges segment comprised $ 443 million or 11 % of our Exchanges revenue, less transaction-based expenses during 2021.

No customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues, less transaction-based expenses, in 2020.

Revenue from one clearing member of the Exchanges segment comprised $ 368 million, or 11 % of our Exchanges revenues less transaction-based expenses in 2019.

Clearing members are primarily intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2021 or 2019.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2021.

Geographical Information

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Basic earnings per common share is calculated using the weighted average common shares outstanding during the periods.

Changes in the weighted average common shares outstanding between years was primarily due to the stock issued in 2020 for the Ellie Mae acquisition, and by stock repurchases.

Changes in the weighted average common shares outstanding between years was primarily due to stock repurchases.

Common equivalent shares from stock options and restricted stock awards, calculated using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive.

During 2022, 2021 and 2020 531,000 , 281,000 and 372,000 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

In addition, we excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan in 2020 and 2019 because they were also antidilutive.

None of these warrants and preferred/common units are outstanding as of December 31, 2021 due to the deconsolidation of Bakkt.

As of both December 31, 2021 and 2020, there were 50,000 and 89,000 , respectively, of restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

In addition, we excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan in 2020 because they were also antidilutive.

None of these warrants and preferred/common units were outstanding as of December 31, 2022 or 2021 due to the deconsolidation of Bakkt.

As of both December 31, 2022 and 2021, there were 50,000 restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

Certain figures in the table above may not recalculate due to rounding.

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(b) Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Independent Registered Public Accounting Firm.

Management is responsible for establishing and maintaining adequate control over financial reporting and has evaluated the effectiveness of the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.

Management’s report on its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 and the attestation report of Ernst & Young LLP on our internal control over financial reporting are set forth in Part II, Item 8 of this Annual Report.

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Executive Officers

Set forth below, in accordance with General Instruction G(3) of Form 10-K, is information regarding our executive officers:

Name Age Title

66 Chairman of the Board and Chief Executive Officer

67 Chair and Chief Executive Officer

Warren Gardiner 42 Chief Financial Officer

Name Age Title

61 Chief Strategy Officer

Christopher S.

Edmonds 53 Chief Development Officer

Foley 51 SVP, Human Resources & Administration

Kapani 54 Chief Technology Officer

46 President, NYSE Group and Chair, ICE Fixed Income & Data Services

Surdykowski 52 General Counsel

52 Chief Operating Officer

Sprecher has been a director and our Chief Executive Officer since our inception and has served as Chairman of our Board of Directors since November 2002.

As our Chief Executive Officer, he is responsible for our strategic direction, operational and financial performance.

Sprecher acquired Continental Power Exchange, or CPEX, our predecessor company, in 1997.

Williams 46 Chief Operating Officer

Sprecher has been a director and our Chief Executive Officer since our inception and has served as Chair of our Board of Directors since November 2002.

As our Chief Executive Officer, he is responsible for our strategic direction and operational and financial performance.

Sprecher acquired CPEX, our predecessor company, in 1997.

Prior to acquiring CPEX, Mr.

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Gardiner served as VP, Investor Relations from July 2017 to May 2021.

Prior to joining us, Mr.

Prior to joining ICE, Mr.

Gardiner served in various positions at Evercore ISI, including Director, Equity Research from February 2016 through May 2017 and Vice President, Equity Research from April 2013 through February 2016.

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Gardiner is a CFA Charterholder and holds a Bachelor of Arts degree in Managerial Economics from Union College.

Christopher S.

Edmonds has served as Chief Development Officer, overseeing all of ICE’s clearing house operations and the global risk management team since January 2022.

Additionally, he coordinates the company’s marketing and public relations endeavors.

He previously served as Global Head of Clearing & Risk and Senior Vice President of Financial Markets, where he oversaw the development of initiatives within ICE’s exchange-listed and OTC financial markets, from January 2014 to December 2021, and President of ICE Clear Credit, ICE’s credit default swap clearing house, from February 2010 to December 2013.

Prior to joining ICE in February 2010, Mr.

Edmonds served as CEO of the International Derivatives Exchange Group, a clearing house for interest rate swaps.

His professional career began at APB Energy, focusing on advising businesses on strategic planning in technology, sales, marketing and operations.

He earned a Bachelor of Arts degree in Political Science from the University of Alabama at Birmingham.

Foley has served as Senior Vice President of Human Resources & Administration since November 2013.

In addition to other duties, Mr.

Foley has overall responsibility for ICE’s global human resource and real estate functions.

Prior to joining ICE in 2008, Mr.

Foley worked in the Performance & Reward practice at Ernst & Young LLP in Atlanta.

He previously worked at Delta Air Lines in their Global Compensation & Reward Department.

He began his career as a pension actuary at both Ernst & Young LLP and Arthur Anderson LLP.

Foley holds a Bachelor of Science in Mathematics and a Master of Science in Risk Management & Insurance from Georgia State University.

Jackson has served as President since November 2017.

Jackson is responsible for ICE's global technology, information security and operations and is responsible for coordinating global futures and OTC trading businesses.

Additionally, he leads the integration planning and execution of our acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology.

Additionally, he leads the integration planning and execution of ICE's acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology.

Jackson previously served as Chief Commercial Officer, and prior to that President and Chief Operating Officer of ICE Futures U.S.

Jackson joined us in July 2011 from SunGard, a leading software and technology provider to commodity market participants.

Jackson joined ICE in July 2011 from SunGard, a leading software and technology provider to commodity market participants.

At SunGard, he led the company’s energy and commodities business segment as Senior Executive Vice President.

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Jackson earned a Bachelor of Science degree in economics from John Carroll University with supporting studies at the London School of Economics and Political Science.

Goone has served as Chief Strategy Officer since March 2001.

He is responsible for all aspects of our product line, including futures products and capabilities for ICE’s electronic platform.

Goone is a Director of ICE Mortgage Services, the governing Board of MERSCORP Holdings, Inc.

Goone also represents us on industry boards including the Options Clearing Corporation, National Futures Association and the Depository Trust & Clearing Corporation.

Prior to joining us, Mr.

Goone served as the Managing Director and Head of Product Development and Sales at the Chicago Mercantile Exchange where he worked for nine years.

From 1989 through 1992, Mr.

Goone was Vice President at Indosuez Carr Futures, where he developed institutional and corporate business.

Prior to joining Indosuez, Mr.

Goone worked at Chase Manhattan Bank, where he developed and managed their exchange-traded foreign currency options operation at the Chicago Mercantile Exchange.

Goone holds a Bachelor of Science degree in Accountancy from the University of Illinois at Urbana-Champaign.

Martin has served as President of NYSE Group, a wholly-owned subsidiary of ICE, since January 2022.

NYSE Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as four fully electronic equity markets and two options exchanges.

Martin is also Chair of Fixed Income & Data Services at ICE, which includes ICE Bonds execution venues, securities pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Martin previously served as President of Fixed Income & Data Services from October 2020 to January 2022, President of ICE Data Services from September 2019 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to September 2019.

Additionally, Ms.

Kapani has served as Chief Technology Officer, overseeing all global technology development groups within ICE, since June 2016.

In addition, he leads technical diligence for all of ICE’s acquisitions.

After joining ICE in 2006, Mr.

Kapani served as Senior Vice President, Trading Technology, assuming technology responsibility for all ICE futures and options exchange platforms, ICE Trade Vault, ICE Benchmark Administration and ICE

Data Derivatives.

Kapani has been recognized by Institutional Investor in the Trading Technology 40, an industry ranking of the leading technology executives in the financial markets, in 2016, 2017 and 2018.

Prior to joining ICE, Mr.

Kapani served as Vice President of Options Development at the Philadelphia Stock Exchange, where he focused on the transition of trading from a floor-based model to a high performance electronic platform.

Kapani earned a Bachelors of Technology degree from the Indian Institute of Technology Kharagpur and completed the Wharton Management Program.

Martin is President of NYSE Group, a wholly-owned subsidiary of Intercontinental Exchange, Inc.

NYSE Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as five fully electronic equity markets and two options exchanges.

In addition, she has served as Chair of Fixed Income & Data Services since October 2020.

Martin served as President of ICE Data Services from July 2015 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to September 2019.

She is responsible for managing ICE's global data and fixed income businesses including the ICE Bonds execution venues and pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Prior to her current role, Ms.

Martin served as Chief Operating Officer of ICE Clear U.S., Inc.

and served in a number of leadership roles, including as Chief Executive Officer of NYSE Liffe U.S.

Martin joined NYSE Euronext in 2001 and served in a number of leadership roles, including CEO of NYSE Liffe U.S.

and Chief Executive Officer of New York Portfolio Clearing.

Prior to joining NYSE Euronext in 2001, Ms.

Martin worked at IBM in their Global Services organization.

Prior to joining NYSE Euronext, Ms.

Martin worked at IBM in their Global Services organization where she served a variety of functions, predominantly as a project manager within the financial services practice.

Martin holds a Bachelor of Science degree in Computer Science from Manhattan College and a Master of Arts in Statistics from Columbia University.

Martin serves on the Manhattan College Board of Trustees as well as the Advisory Board of the School of Science.

Martin serves on the Manhattan College Board of Trustees as well as the Advisory Board of the School of Science and is a member of Phi Beta Kappa National Honor Society.

Surdykowski has served as General Counsel since October 2018.

He is responsible for overseeing our legal affairs globally, including public company compliance, corporate governance matters and serving as our key legal advisor.

He is responsible for overseeing our legal affairs globally, including public company compliance, corporate governance matters and serving as ICE's key legal advisor.

Previously Mr.

Surdykowski was SVP, Associate General Counsel and Assistant Corporate

Prior to joining us in 2005, Mr.

Surdykowski was SVP, Associate General Counsel and Assistant Corporate Secretary.

Prior to joining ICE in 2005, Mr.

Surdykowski was a corporate attorney at McKenna, Long & Aldridge LLP, a national law firm now known as Dentons.

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Surdykowski holds a Juris Doctor degree from the Georgia State University College of Law, and a Bachelor of Science degree in Management from the Georgia Institute of Technology.

Wassersug has served as Chief Operating Officer since November 2017.

Wassersug is responsible for the day-to-day operations and support of the global infrastructure, data centers, networks and corporate Information Technology systems that support ICE and its subsidiaries including the NYSE, ICE's global derivatives trading and clearing businesses, and multiple data analytics, reporting and delivery platforms.

Wassersug is also responsible for the customer service teams and oversees all disaster recovery and business continuity planning and operations.

Williams has served as Chief Operating Officer since July 2022.

He is responsible for the day-to-day operations and support of the global infrastructure, data centers, networks and corporate IT systems that support ICE and its subsidiaries.

In addition, he is responsible for the customer service teams and oversees all disaster recovery and business continuity planning and operations.

Previously, Mr.

Wassersug served as SVP of Operations.

Prior to joining us in 2001, Mr.

Wassersug worked as a strategic planning and technology consultant in Internet infrastructure and ecommerce for Exodus Communication.

Wassersug earned a Bachelor of Science degree in Civil Engineering from Lehigh University and completed a Master of Business Administration at the Goizueta Business School at Emory University.

Williams held several leadership roles at ICE Futures Europe, the London-based global futures and options exchange, including President from October 2017 to July 2022, Chief Operating Officer from July 2016 to September 2017 and Director of Corporate Development from January 2013 to June 2016.

Prior to joining ICE in 2013, he spent ten years consulting with Protiviti and Accenture, working on a broad range of initiatives with exchanges, clearing houses and other financial sector clients.

Williams earned a Bachelor of Engineering degree from the University of Pretoria.

Code of Ethics

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Our Global Code of Business Conduct also meets the requirements of a code of ethics and business conduct under the New York Stock Exchange listing standards.

Our Global Code of Business Conduct is available on our website at www.intercontinentalexchange.com under the heading “Investors & Media” “Governance” then "Governance Overview." We intend to disclose promptly on our website any substantive amendments to our Global Code of Business Conduct.

Our Global Code of Business Conduct is available on our website at www.intercontinentalexchange.com under the heading “Investor Relations” “Governance” then "Governance Overview." We intend to disclose promptly on our website any substantive amendments to our Global Code of Business Conduct.

We will also provide a copy of the Global Code of Business Conduct to stockholders at no charge upon written request.

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We will furnish any exhibit upon request to Intercontinental Exchange, Inc., Investor Relations, 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328.

Number Description of Document

2.1 — Stock Purchase Agreement, dated as of August 6, 2020, by and among Intercontinental Exchange, Inc., Ellie Mae Intermediate Holdings I, Inc.

and Ellie Mae Parent, LP.* (incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 7, 2020, File No.

3.1 — Fifth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc.

effective October 30, 2019 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 31, 2019, File No.

3.2 — Eighth Amended and Restated Bylaws of Intercontinental Exchange, Inc.

effective May 25, 2017 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2017, File No.

4.1 — Indenture dated as of October 8, 2013 among Intercontinental Exchange, Inc., as issuer, IntercontinentalExchange Inc.

and Baseball Merger Sub, LLC, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No.

4.2 — First Supplemental Indenture dated as of October 8, 2013 among Intercontinental Exchange, Inc., as issuer, Intercontinental Exchange Holdings, Inc.

and Baseball Merger Sub, LLC, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No.

4.3 — Form of 4.00% Senior Notes due 2023 (included as an exhibit to the First Supplemental Indenture dated as of October 8, 2013) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No.

Exhibit Number

Description of Document

2.1 — Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc.

(incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 6, 2022, File No.

3.1 — Sixth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No.

3.2 — Ninth Amended and Restated Bylaws of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No.

4.1 — Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No.

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4.3 — Form of 3.75% Senior Notes due 2025 (included as an exhibit to the First Supplemental Indenture dated as of November 24, 2015) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No.

4.7 — Form of 3.75% Senior Notes due 2025 (included as an exhibit to the First Supplemental Indenture dated as of November 24, 2015) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No.

4.4 — Second Supplemental Indenture dated as of August 17, 2017 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No.

4.5 — Form of 3.100% Senior Notes due 2027 (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No.

4.10 — Form of 3.100% Senior Notes due 2027 (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No.

4.6 — Indenture dated as of August 13, 2018 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No.

4 unchanged sentences

4.11 — Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.17 — Form of 2.100% Senior Notes due 2030 (included as an exhibit to the First Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.18 — Form of 3.000% Senior Notes due 2050 (included as an exhibit to the First Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.12 — Form of 2.100% Senior Notes due 2030 (included as an exhibit to the Second Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.13 — Form of 3.000% Senior Notes due 2050 (included as an exhibit to the Second Supplemental Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

4.14 — Third Supplemental Indenture dated as of August 20, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

3 unchanged sentences

4.18 — Form of 3.000% Senior Notes due 2060 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

4.24 — Registration Rights Agreement, dated September 4, 2020, by and between Intercontinental Exchange, Inc.

and Ellie Mae Parent, LP.

(incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on September 4, 2020, File No.

4.25 Description of ICE’s Securities Registered under Section 12 of the Exchange Act.

4.19 — Fourth Supplemental Indenture dated as of May 23, 2022 between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.20 — Form of 3.650% Senior Notes due 2025 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.21 — Form of 4.000% Senior Notes due 2027 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.22 — Form of 4.350% Senior Notes due 2029 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

Form of 4.600% Senior Notes due 2033 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.24 — Form of 4.950% Senior Notes due 2052 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.25 — Form of 5.200% Senior Notes due 2062 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.7 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.26 — Description of ICE’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.25 to Intercontinental Exchange, Inc .

's Annual Report on Form 10-K filed with the SEC on February 3, 2022, File No.

10.1 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

6 unchanged sentences

Goone (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.4 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

Hill (incorporated by reference to Exhibit 10.5 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.4 — Employment Agreement dated August 1, 2016 between Intercontinental Exchange Holdings, Inc.

5 unchanged sentences

officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.8 — Transition and Separation Agreement, dated as of March 2, 2021, between Intercontinental Exchange, Inc.

Hill (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2021, File No.

10.7 — Transition and Separation Agreement, dated as of March 14, 2022, between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Amendment No.

1 to Current Report on Form 8-K filed with the SEC on March 17, 2022, File No.

10.8 — Intercontinental Exchange Holdings, Inc.

2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No.

10.10 — Intercontinental Exchange Holdings, Inc.

Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009, File No.

10.11 — Intercontinental Exchange Holdings, Inc.

2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009, File No.

10.9 — Intercontinental Exchange, Inc.

Annual Executive Bonus Plan.

10.1 — Intercontinental Exchange Holdings, Inc.

2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No.

10.13 — Intercontinental Exchange Holdings, Inc.

2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No.

10.14 — Amendment No.

1 to the Intercontinental Exchange Holdings, Inc.

2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017, File No.

10.11 — Intercontinental Exchange, Inc.

2 unchanged sentences

2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 21, 2018, File No.

10.13 — Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit A to Intercontinental Exchange, Inc.’s Definitive Proxy Statement filed on March 25, 2022, File No.

10.14 — Intercontinental Exchange, Inc.

2022 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit B to Intercontinental Exchange, Inc.’s Definitive Proxy Statement filed on March 25, 2022, File No.

10.15 — Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2 unchanged sentences

2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No.

10.17 — Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

10.18 — Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan .

10.19 — Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C.

8 unchanged sentences

10.23 — Aircraft Time Sharing Agreement dated as of February 2, 2022 between Intercontinental Exchange Holdings, Inc.

and Warren Gardiner.

and Warren Gardiner (incorporated by reference to Exhibit 10.23 to Intercontinental Exchange, Inc .

's Annual Report on Form 10-K file d with the SEC on February 3, 2022, File No.

10.24 Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.25 — Aircraft Time Sharing Agreement dated as of February 6, 2019 between Intercontinental Exchange Holdings, Inc.

Hill (incorporated by reference to Exhibit 10.34 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2019, File No.

10.25 — Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

28 unchanged sentences

10.37 — The Ninth Amendment, dated as of March 8, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020 and the Eighth Amendment to Credit Agreement, dated as of August 21, 2020) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

10.39 — The Tenth Amendment, dated as of October 15, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2021, and the Ninth Amendment to Credit Agreement, dated as of March 8, 2021) (inc orp orated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 18, 2021, File No.

001-36198 ) .

10.38 — The Tenth Amendment, dated as of October 15, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2021, and the Ninth Amendment to Credit Agreement, dated as of March 8, 2021) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 18, 2021, File No.

10.39 — The Eleventh Amendment, dated as of May 11, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021 and the Tenth Amendment to Credit Agreement, dated as of October 15, 2021) (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022, File No.

10.40 — The Twelfth Amendment, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, and the Eleventh Amendment to Credit Agreement, dated as of May 11, 2022) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No.

10.41 — Term Loan Credit Agreement, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No.

21.1 — Subsidiaries of Intercontinental Exchange, Inc.

19 unchanged sentences

/s/ Jeffrey C.

Sprecher Chairman of the Board and

Chief Executive Officer

(principal executive officer) February 3, 2022

Sprecher Chair and Chief Executive Officer (principal executive officer)

February 2, 2023

Warren Gardiner Chief Financial Officer

12 unchanged sentences

February 2, 2023

/s/ Charles R.

Crisp Director

February 3, 2022

/s/ Duriya M.

9 unchanged sentences

February 2, 2023

/s/ Frederic V.

Salerno Director

February 3, 2022

/s/ Caroline L.

4 unchanged sentences

February 2, 2023

/s/ Vincent Tese Director

/s/ Martha A.

Tirinnanzi Director

February 2, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data