What changed in this filing

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Item 1. Business

2024-02-08 compared with 2023-02-02 · 390 added, 376 removed, 786 unchanged (49% of the section changed)

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.

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

is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities.

Our products, which span major asset classes including futures, equities, fixed income and U.S.

residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency.

Although we report our results in three reportable business segments, we operate as one business, leveraging the collective expertise, particularly in data services and technology, that exists across our platforms to inform and enhance our operations.

Our segments are as follows:

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

We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to those venues.

• Fixed Income and Data Services:

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

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

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

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

In 2000, ICE was founded with the idea of transforming energy markets by creating a network that removed barriers and provided greater transparency, efficiency and access.

By staying close to our customers, we have expanded into new asset classes and services, while retaining a core mission of reducing friction in markets, bringing efficiency to our customers’ workflows and, ultimately, connecting our customers to opportunity.

Today, we are a Fortune 500 company, providing our customers with an array of market infrastructure, data services and technology solutions that span a diverse set of asset classes.

Today, we are a Fortune 500 company, providing our customers with an array of technology solutions and data services that span a diverse set of asset classes.

Our Business Segments

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

and the United Kingdom, or U.K.

For a summary of our revenues, net assets and net property and equipment by geographic region, see Note 19 to our consolidated financial statements included in this Annual Report.

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Our flagship Brent crude oil contract serves as the cornerstone of a global oil network that today includes over 700 related crude and refined oil products including locational and refined spreads.

In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer the broadest footprint of regional and global natural gas benchmarks, which span North America, Europe and Asia.

In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer one of the broadest footprints of regional and global natural gas benchmarks, which span North America, Europe and Asia.

Our leading environmental and power markets round out our diverse global energy network.

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We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and sugar.

Our benchmark contracts offer the most globally relevant price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery.

Our benchmark contracts offer one of the most globally relevant

price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery.

• Financial Futures and Options:

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Our global interest rate complex spans geographies, currencies and tenors, providing participants around the world with tools to manage risk in a capital efficient manner.

Key products during 2022 included:

Key products include:

Euribor, Gilts, Sterling Overnight Index Average, or SONIA, and Secured Overnight Financing Rates, or SOFR, among others.

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These markets serve issuers, investors and other market participants across five cash equity and two options markets.

The NYSE has been the venue of choice for innovators, visionaries and leaders for over 230 years.

The NYSE offers a unique hybrid market model that combines leading technology with an accountable market maker to provide human judgment, a community of the world’s greatest companies and premium brand visibility.

With over 70% of S&P 500 companies listed on the NYSE as of December 31, 2022, we are the leading listing venue across a range of sectors from technology and healthcare, to financials and energy.

In addition to corporate listings, the NYSE is the global leader in ETF listings with 75%, or roughly $4.9 trillion, of ETF assets under management, or AUM, as of December 31, 2022.

Additionally, in 2022, NYSE listed over $345 billion in total market value from initial public offerings, or IPOs, including three of the top five operating company IPOs defined by offering proceeds raised, follow-on offerings and over 30 transfers from competing exchanges.

Revenues from listing fees are largely recurring in nature.

• OTC and Other:

Our over-the-counter, or OTC, markets include bilateral energy markets that offer electronic trading of contracts based on physically-settled natural gas, power and refined oil contracts and other trade confirmation services.

Our other revenues primarily include interest income on certain clearing margin deposits related to our futures business, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S.

securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.

• Data and Connectivity Services:

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Revenues from data and connectivity services fees are largely recurring in nature.

• OTC and Other:

Our over-the-counter, or OTC, markets include bilateral energy markets that offer electronic trading of contracts based on physically-settled natural gas, power and refined oil contracts.

Our other revenues primarily include interest income on certain clearing margin deposits related to our futures business, as well as revenue related to our digital asset initiative, Bakkt Holdings, LLC, or Bakkt, until it merged with VPC Impact Acquisition Holdings, or VIH, in October 2021.

The NYSE has been the venue of choice for innovators, visionaries and leaders for over 230 years.

With over 70% of S&P 500 companies listed on the NYSE as of December 31, 2023, we are a leading listing venue across a range of sectors from technology and healthcare, to financials and energy.

In addition to corporate listings, the NYSE is a global leader in ETF listings with 75%, or roughly $6.1 trillion, of ETF assets under management, or AUM, as of December 31, 2023.

Additionally, in 2023, NYSE reported 32 listing transfers from competing exchanges, the second-highest total since 2002, bringing $120 billion in new market capitalization to the exchange and also listed two of the year's three largest IPOs.

Revenues from listing fees are largely recurring in nature.

We operate six clearing houses, each of which acts as a central counterparty, or CCP, that, for its clearing members, becomes the buyer to every seller and the seller to every buyer.

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In addition, the table below includes a guaranty fund of $215 million maintained by ICE NGX funded by the following:

(1) a $200 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, and (2) $15 million, which is included in our total cash contribution of $405 million, held as restricted cash to fund the first loss amount ICE NGX is responsible for under the default insurance policy.

(1) a $200 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, and (2) $15 million, which is included in our total cash contribution of $340 million, held as restricted cash to fund the first loss amount ICE NGX is responsible for under the default insurance policy.

Our contributions to each clearing house as of December 31, 2023 are listed below and our clearing houses are referred to herein collectively as “the ICE Clearing Houses”:

Clearing House Products Cleared Location Exchange where Executed Reporting Segment ICE's Contribution

ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments U.K.

ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts U.K.

ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and third-party venues Exchanges $297 million

ICE Clear U.S.

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

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

ICE Futures U.S.

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ICE Clear Netherlands Derivatives on equities and equity indices traded on regulated markets The Netherlands ICE Endex Exchanges $2 million

ICE Clear Singapore Energy, metals and financial futures products and digital asset futures contracts Singapore ICE Futures Singapore Exchanges $1 million

ICE Clear Singapore Energy, metals and financial futures products Singapore ICE Futures Singapore Exchanges $1 million

ICE NGX Physical North American natural gas and electricity Canada ICE NGX Exchanges $215 million

1 Of our total contribution to ICE Clear U.S.

above, $15 million is solely applicable to any losses associated with a default in digital asset contracts.

1 Although ICE Clear Credit is included in the Fixed Income and Data Services reporting segment, it is included in the table as a part of our suite of global clearing houses.

In 2022, we announced our decision to cease our CDS clearing service at ICE Clear Europe, our clearing house in the U.K.

All cleared CDS positions at ICE Clear Europe were successfully closed, with the majority re-established at ICE Clear Credit in October 2023.

Moving forward, our sole CDS clearing offering is our ICE Clear Credit clearing house in the U.S.

All CDS products have been delisted at ICE Clear Europe and the final regulatory steps for de-registration have been completed as of December 31, 2023.

Fixed Income and Data Services Segment

Our Fixed Income and Data Services segment includes our fixed income data and analytics offerings, fixed income execution, or ICE Bonds, CDS clearing and other multi-asset class data and network services.

Our Fixed Income and Data Services segment includes our fixed income execution, or ICE Bonds, CDS clearing, our fixed income data and analytics offerings, and other multi-asset class data and network services.

Our leading fixed income pricing and reference data offerings serve as the foundation for a broader fixed income network that provides our customers solutions that span the full workflow including pre- and post-trade analytics, a range of execution protocols and indices.

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The Fixed Income and Data Services segment generated revenues of $2.2 billion in 2023 and accounted for 28% of our consolidated revenues, less transaction-based expenses.

• Fixed Income Data and Analytics:

We are a leading provider of evaluated end-of-day and real-time pricing services on approximately three million fixed income securities spanning nearly 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.

Our reference data offering complements our evaluated pricing by providing our clients a broad range of descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.

We also offer a range of fixed income analytics and other workflow solutions including:

best execution services, liquidity indicators, fixed income portfolio analytics and our ETF Hub.

Our fixed income customers rely on our data, indices and analytics to inform pre-trade decision making, support post-trade regulatory and compliance needs and improve operational efficiency.

In addition, our newer offerings in this area include a variety of ESG data and analytics offerings.

Fixed Income Data and Analytics revenues are largely recurring in nature.

• Fixed Income Execution:

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• CDS Clearing:

As of December 31, 2022, we provide clearing services to over 90% of the global CDS market, as measured by CDS gross notional cleared.

ICE Clear Credit currently supports Single Names CDS on over 580 reference entities and nearly 175 Index CDS instruments.

ICE Clear Credit currently supports Single Names CDS on over 630 reference entities and over 175 Index CDS instruments.

Revenues also include interest income on certain clearing margin deposits related to our CDS clearing business.

• Fixed Income Data and Analytics:

We are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.

Our reference data offering complements our evaluated pricing by providing our clients a broad range of

descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.

We also offer a range of fixed income analytics and other workflow solutions including:

best execution services, liquidity indicators, fixed income and derivatives portfolio analytics and our ETF Hub.

Our fixed income customers use our data, indices and analytics to inform pre-trade decision making, support post-trade regulatory and compliance needs and improve operational efficiency.

In addition, our newer offerings in this area include a variety of ESG data and analytics offerings.

Fixed Income Data and Analytics revenues are largely recurring in nature.

• Other Data and Network Services:

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Mortgage Technology Segment

Over the last six years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S.

Over the last seven years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S.

residential mortgage market.

From application through closing and the secondary market, our network is intended to connect the key stakeholders across the mortgage origination workflow and provide our customers with data services and technology that deliver greater transparency and enable significant customer efficiency gains.

From application through closing, servicing and the secondary market, our network is intended to connect the key stakeholders across the mortgage origination workflow and provide our customers with data services and technology that deliver greater transparency and enable significant customer efficiency gains.

Our Mortgage Technology segment generated revenues of $1.3 billion in 2023 and accounted for 16% of our consolidated revenues, less transaction-based expenses.

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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 success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription.

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

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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• Closing Solutions:

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

Closing solutions also include revenues from our Mortgage Electronic Registration Systems, Inc., or MERS, database, which provides a system of record for recording and tracking changes in mortgage servicing rights and beneficial ownership interests in loans secured by U.S.

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

Closing solutions also include revenues from our Mortgage Electronic Registration Systems, Inc., or MERS, database, which provides a system of record for recording and tracking changes and servicing rights and beneficial ownership interests in loans secured by U.S.

residential real estate.

Revenues from closing solutions are largely transaction-based and are based on the volume of loan closings.

• Servicing Software:

Our servicing offerings include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce risk and improve financial performance.

Our servicing solutions support first lien mortgages, home equity loans and lines of credit on a single platform to manage all servicing processes, including loan setup and maintenance, escrow administration, investor reporting, and regulatory requirements.

We also provide solutions that provide consumers with access to customized, timely information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention.

Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.

Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and to facilitate more efficient loss mitigation processes.

We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to properties in foreclosure, as well as tools to support loss analysis, to help servicers make the right decisions at the right time.

• Data and Analytics:

Our data and analytics offerings 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 the U.S.

Our data and analytics offerings include those related to ICE Mortgage Technology’s Data & Document Automation, or DDA, Mortgage Analyzer solutions, or Analyzer (formerly known as AIQ), which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

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

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

residential mortgage market.

We also provide a Data as a Service, or DaaS, offering through private data clouds for lenders to access their own data and origination information.

We also provide a Data as a Service, or DaaS, for lenders and industry participants to access industry data and origination information.

The data and insights from these solutions inform, support and enhance our other solutions to help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads.

Revenues related to our data products are largely subscription based and recurring in nature.

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

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

Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals.

Product and Services Development

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The NYSE electronic trading platform features an open system architecture that allows users to access our system via front-end trading applications developed by ISVs.

We developed core technology and architecture known as NYSE Pillar and have migrated all our Cash Equity Securities markets, Security Information Processor, or SIP, and Options Price Reporting Authority, or OPRA, and Arca Options platforms to this architecture.

We also expect to migrate our NYSE Amex options markets to NYSE Pillar.

This integrated platform was designed to improve performance and reduce the complexity of operating multiple trading systems for our customers, while enhancing consistency, performance and resiliency.

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• Mortgage Technology :

The ICE Mortgage Technology platform enables lenders to originate, process, fund and deliver residential mortgages using various applications, APIs, data products and other services offered.

The ICE Mortgage Technology platform provides software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle.

These solutions primarily consist of mortgage loan origination and servicing, processing and workflow management software applications, coupled with APIs and related data products.

The platform is developed using industry-leading software technologies and third-party services, including hosting with a combination of public cloud and private data centers.

The platform is integrated with multiple services necessary for loan origination, such as credit reporting and other services that lenders leverage through our network, which is

offered through the platform.

The platform is integrated with multiple partner services necessary for loan origination and servicing, such as credit reporting and other services that lenders and servicers leverage through our network, which is offered through the platform.

The platform includes industry leading information security infrastructure to protect the confidentiality and integrity of our customers' data.

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The CSS outlines the key priorities for our cybersecurity program and the methods by which our Information Security department seeks to accomplish those goals.

The CSS is ratified annually by the Risk Committee of our Board of Directors and when applicable, also by the corporate governance committees of our regulated subsidiaries.

• Governance and Leadership:

Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.

The Risk Committee of our Board of Directors has been delegated the primary responsibility for overseeing management’s identification and mitigation of cybersecurity risk.

The Risk Committee is composed of board members with diverse expertise including cybersecurity, risk management, technology, business operations, regulatory and finance.

The Risk Committee receives presentations on at least a quarterly basis from the CISO and senior members of the Enterprise Risk Management, or ERM, team, and the Chair of the Risk Committee provides reports to the full Board of Directors following such presentations.

Our Information Security department is led by our CISO, who, in addition to quarterly presentations to the Risk Committee of our Board of Directors, also provides comprehensive reports to a dedicated internal governance committee at least quarterly outlining threat assessment, control performance, and ongoing enhancements.

Our current CISO has served in the role since September 2021 and leads the cybersecurity program across our regulated futures and options exchanges, CCPs, trade repositories, equities venues, systemically important financial market utilities (SIFMUs) and our data services network and mortgage technology platforms.

Prior to joining ICE, our CISO served as CISO of the White House Military Office and as CISO for two technology companies, and has more than 20 years of experience in cybersecurity, national security, and intelligence.

Additionally, cybersecurity matters are reported to and discussed with a cross-subsidiary leadership committee and subsidiary boards.

The Cyber Threat Intelligence team monitors multiple cybersecurity intelligence feeds and curates the applicable data.

In the event we identify a cybersecurity threat applicable to us, we have a process to evaluate, escalate to Senior Management and respond to the threat faced.

In addition, our CISO and other senior security leaders conduct periodic cybersecurity education sessions with our employees and directors.

These sessions cover general cybersecurity topics as well as specific details regarding our cybersecurity program.

• Risk Management :

Thematic threats such as sabotage, fraud, and theft of assets or customer data are used to frame our risk management activities.

Cybersecurity risk management is integrated into our broader ERM framework.

Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise

Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.

Additionally, thematic threats such as sabotage, fraud, and theft of assets or customer data are used to frame our risk management activities.

Asset theft often involves organized crime or financially motivated nations staging sophisticated, well-planned campaigns to steal significant cash, cryptocurrency, or equivalent assets.

Our thematic threats, along with others, are evaluated by our Board of Directors as well as our Risk Committee, Chief Risk Officer and Chief Information Security Officer, or CISO.

Our thematic threats, along with others, are evaluated by our Board of Directors as well as our Risk Committee, Corporate Risk Officer and Chief Information Security Officer, or CISO.

The CSS provides the framework we use for assessing risk, prioritizing testing, identifying remedial actions and validating improvements.

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We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when appropriate.

Our cybersecurity leaders hold positions within the Financial Services Information Sharing and Analysis Center, or FS-ISAC, and the cross-sector Analysis and Resiliency Center, or ARC, in the U.S., the Financial Sector Cyber Collaboration Centre, or FSCCC, in the U.K., and similar organizations across the Europe, Middle East and Africa, or EMEA, and Asia Pacific, or APAC, regions.

• Governance and Leadership:

Our Information Security department is led by our CISO, who provides comprehensive reports to a dedicated internal governance committee at least quarterly outlining threat assessment, control performance, and ongoing enhancements.

Additionally, cybersecurity matters are reported to and discussed with a cross-subsidiary leadership committee, the Risk Committee of our Board of Directors, and when applicable, subsidiary boards.

Our CISO and other senior security leaders conduct periodic cybersecurity education sessions with our employees and directors.

These sessions cover general cybersecurity topics as well as specific details regarding our cybersecurity program.

• Third-Party Review:

Our Information Security department utilizes extensive penetration testing, vulnerability scanning, ethical hacking and maturity assessment services from global leaders in these practices.

Our cybersecurity leaders hold memberships and/or positions within the Financial Services Information Sharing and Analysis Center, or FS-ISAC, and the cross-sector Analysis and Resiliency Center, or ARC, in the U.S., the Financial Sector Cyber Collaboration Centre, or FSCCC, in the U.K., and similar organizations across the Europe, Middle East and Africa, or EMEA, and Asia Pacific, or APAC, regions.

• Third-Party Risk Oversight:

We maintain a third-party risk management program.

Our Information Security team provides subject matter expertise to our vendor management team to help assess a vendors' cybersecurity processes.

Vendors are assessed before we engage them, and once engaged, are monitored periodically to ensure that they maintain compliance with our cybersecurity standards.

• Independent Security Attestation:

We utilize both internal assessments and assessments by third-parties, including external security assessors, consultants and auditors, to evaluate and test our cybersecurity program.

ICE’s Internal Audit, ERM, and Information Security Assurance teams conduct frequent assessments of varying scope to validate that our cybersecurity program controls and remediation processes are operating effectively.

External auditors are contracted to perform annual Service Organization Controls, or SOC, report attestations of both business and security controls.

In addition, our Cybersecurity Incident Response Plan is tested at least annually.

Our internal "red team" conducts multiple tests each year driven by key cybersecurity risks.

The results of these reviews alongside frequent regulatory and customer examinations are assessed, with any resulting mitigation activity assigned and tracked to remediation.

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Our focus on these threats leads to an emphasis on network security, social engineering controls, behavioral detection of insider threat, and deliberate and rehearsed recovery strategies.

For further information on our cybersecurity risks, see Part I, Item 1(A), "Risk Factors", included elsewhere in this Annual Report.

Although we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity threats, we have been, and expect to continue to be, subject to cyberattacks, hacking and other cybersecurity risks.

For further information on our cybersecurity risks, see Part I, Item 1(A), "Risk Factors", including the risk factor entitled “Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms,” included elsewhere in this Annual Report.

Intellectual Property

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Those copyrights, some of which are registered, include software code, printed and online publications, websites, advertisements, educational material, graphic presentations and other literature, both textual and electronic.

We attempt to protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, restrictions on disclosure and other methods.

FTSE® and the FTSE indexes are trademarks and service marks of the London Stock Exchange plc and Financial Times Limited and are used under license.

We attempt to protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, confidentiality, know-how, contracts, restrictions on use and disclosure, and other methods.

FTSE® and the FTSE indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license.

MSCI® and the MSCI indexes are trademarks and service marks of MSCI Inc.

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As of December 31, 2023, we had a total of 13,222 employees.

In the U.S., we had a total of 4,973 employees, including 1,261 in New York, 1,147 in Georgia, 879 in California, 305 in Massachusetts and 267 in Illinois.

In the U.S., we had a total of 8,074 employees, including 1,506 in New York, 1,295 in Georgia, 2,970 in Florida, 805 in California, 318 in Massachusetts and 256 in Illinois.

Internationally, we had a total of 5,148 employees, including 3,344 in India, 795 in the U.K.

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Our industry is competitive, and the expectations are high.

We aim to offer pay commensurate with performance, a diverse and inclusive work environment, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.

To achieve our business objectives, we aim to offer pay commensurate with performance, a diverse and inclusive work environment, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.

We use a mix of channels to gather input from employees throughout our organization.

Formal methods include our biennial employee survey and an annual review process.

These efforts are supplemented with occasional “pulse” surveys on specific topics.

Formal methods include our employee surveys and an annual review process.

Additionally, we actively strive to cultivate a work environment that encourages conversations across and within teams to provide informal and real-time feedback loops at all levels.

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We review the competitiveness of our compensation and benefits frequently.

Diversity and Inclusion

Inclusion and Diversity

We are committed to supporting inclusion and diversity.

As an equal opportunity employer, all qualified applicants receive consideration without regard to race, color, religion, gender, sexual orientation, gender identity, national origin or ancestry, age, disability or veteran status, or other protected status.

We are focused on increasing and supporting diversity across our broader employee population and Board of Directors.

We hold ourselves accountable via quarterly and annual data reporting to senior management, data reporting to our Board of Directors, and transparency in reporting data to our stakeholders via our annual Sustainability Report, including Equal Employment Opportunity, or EEO-1 data.

To promote our business objectives, we are focused on increasing and supporting inclusion and diversity across our broader employee population and Board of Directors.

We hold ourselves accountable via periodic data reporting to senior management, data reporting to our Board of Directors, and transparency in reporting data to our stakeholders via our annual Sustainability Report, including Equal Employment Opportunity, or EEO-1 data.

Corporate Giving

Financial education is the cornerstone of our corporate giving efforts, which include support for several organizations.

We underwrite a digital financial education and data sciences curriculum that is delivered at no cost to grade school and high school students in the U.S.

We make additional charitable contributions throughout the communities where we have offices and our employees are encouraged to do the same, including through an annual match to employees for charities of their choice.

We offer an annual match of $5,000 per employee to encourage and reward our employees' charitable contributions.

We underwrite financial education programs in the U.S., U.K., India and Israel.

We make additional charitable contributions throughout the communities where we have offices and our employees are encouraged to do the same, including through a $5,000 annual match to employees for charities of their choice.

Corporate Citizenship

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We also provide connectivity services directly related to those exchange platforms and clearing houses.

– In our Fixed Income and Data Services segment, we are a leading provider of evaluated end-of-day and real-time pricing services on approximately three million fixed income securities spanning nearly 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.

– In our Fixed Income and Data Services segment, we are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.

Our reference data offering complements our evaluated pricing by providing our clients with a broad range of descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex.

– In our Mortgage Technology segment, our AIQ offering 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.

In addition, our Mortgage Technology’s 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.

– In our Mortgage Technology segment, our DDA and Analyzer offerings provide customers with greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

In addition, our Mortgage Technology’s 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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We offer a range of central clearing and related risk management services to promote the liquidity and security of our markets in jurisdictions around the world and to meet local regulatory and operational needs in key financial market centers.

The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’ identities as reliable and secure marketplaces for global transactions.

The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’

identities as reliable and secure marketplaces for global transactions.

Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk.

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Through our fixed income execution, data and analytics offerings, we serve thousands of customers across global fixed income markets.

In our Mortgage Technology segment, we have at least one product relationship with nearly every key industry participant from loan originators to settlement agents and local jurisdictions within the U.S.

In our Mortgage Technology segment, we have customer connectivity to thousands of participants across the mortgage ecosystem.

• Diverse Product Offerings:

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In our Fixed Income and Data Services segment, we offer customers solutions that span their workflows including pre-trade analytics, an array of execution protocols, and post-trade services all designed to improve asset class transparency and bring efficiency to customers' workflows.

In our Mortgage Technology segment, we provide customers with a comprehensive loan origination platform and network of third-party service providers, which we believe are critical to the underwriting, processing and closing of U.S.

In our Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S.

residential mortgage loans.

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competitors are Nasdaq, Inc., or Nasdaq, and Cboe Global Markets, Inc., or Cboe.

• Our principal competitor for corporate listings in the U.S.

For ETF listings, we compete with Nasdaq and Cboe.

• For corporate listings in the U.S., competitors include, but are not limited to, Nasdaq.

For ETF listings, competitors included, but are not limited to, Nasdaq and Cboe.

We also face competition for foreign issuer listings from a number of stock exchanges outside the U.S.

As other liquidity venues and new entrants seek exchange status, we may face more competition for listings.

When other liquidity venues and new entrants obtain exchange status, we face more competition for listings.

Fixed Income and Data Services Segment

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• Our data services offerings face intense competition in all aspects of the business.

We broadly compete with purchased third-party information and services from large global suppliers of financial market data.

Our Fixed Income Data and Analytics services compete with information obtained from informal industry relationships and sources, such as broker quotes, as well as other index and portfolio analytics providers.

We broadly compete with purchased third-party information and services from large global suppliers of financial market data, including vendor firms, financial consortia, and individual financial institutions.

Our Fixed Income Data and Analytics services compete with information obtained from informal industry relationships and sources as well as other index and portfolio analytics providers.

Our ICE Global Network business competes with other extranet providers.

Mortgage Technology Segment

• In our ICE Mortgage Technology business, we compete with other digital mortgage solution providers and proprietary systems that lenders have put in place.

• Our origination technology, closing solutions, and servicing software compete with our clients' proprietary systems and other third-party digital mortgage solution providers.

We also compete for mortgage activity that does not utilize digital solutions.

• Our data and analytics competitors are primarily third-party providers of similar data assets, including certain niche providers and lender in-house capabilities.

Our Growth Strategy

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• innovate and expand the networks we serve to address the rising demand for transparency and efficiency;

• further develop our technology and risk management infrastructure while also increasing our distribution;

• further develop our technology and risk management infrastructure while also increasing our customer base;

• strengthen our competitive position through select acquisitions and strategic relationships.

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Our growth strategy has been to expand the networks we serve by, in part, adding new data, technology, connectivity and other workflow tools.

By bringing together leading technology with a wide range of data and analytics, as well as an array of delivery mechanisms, we offer customers a comprehensive and flexible solution to address the need for more transparency, efficiency and information across their respective workflows.

transparency, efficiency and information across their respective workflows.

Our growth has been driven by many factors, such as increased automation, regulation and demand for independent, secure, real-time information.

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We develop and maintain our own infrastructure, electronic trading platforms, clearing systems, mortgage platforms and data and analytics platforms, which are designed to ensure scalability and the delivery of technology that meets our expanding customer base’s demands for price transparency, reliability, risk management and transaction efficiency.

The systems that we operate support trading, clearing, mortgage originations, data and analytics across many data centers.

The systems that we operate support trading, clearing, the mortgage market life cycle, data and analytics across many data centers.

We expect to continue to develop our exchange technologies.

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Finally, we expect to add content and build new analytics to enable further electronification in fixed income markets.

Our customer base has grown and diversified as a result of several drivers, including the addition of new asset classes and products, the move toward increased risk management and increased automation, regulation and demand for independent, secure, real-time information.

Our customer base has grown and diversified as a result of several drivers, including the addition of new asset classes, products and services, the move toward increased risk management and increased automation, regulation and demand for independent, secure, real-time information.

We continue to add new participants to our platforms, which bring additional demand for new products and services.

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We may enter into business combinations, make acquisitions or enter into strategic partnerships, joint ventures or other alliances, any of which may be material.

In addition to growing our business, we may enter into these transactions for a variety of additional reasons, including leveraging our existing strengths to

enter new markets or related asset classes, expanding our products and services, diversifying our business, addressing underserved markets, advancing our technology and anticipating or responding to regulatory or other potential changes in our industry or other industries.

In addition to growing our business, we may enter into these transactions for a variety of additional reasons, including leveraging our existing strengths to enter new markets or related asset classes, expanding our products and services, diversifying our business, addressing underserved markets, advancing our technology and anticipating or responding to regulatory or other potential changes in our industry or other industries.

Information About Our Executive Officers

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The CEA generally requires that futures trading in the U.S.

be conducted on a commodity exchange registered as a Designated Contract Market, or DCM.

be conducted on a commodity exchange registered as a Designated Contract Market,

As a registered DCM, ICE Futures U.S.

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As such, ICE Clear Credit has access to the Federal Reserve system.

ICE Clear Credit is also regulated by the SEC as a clearing agency because it clears security-based swaps.

• ICE Clear Europe, which is primarily regulated in the U.K.

by the Bank of England, or BOE, as a Recognized Clearing House, is also subject to regulation by the CFTC as a DCO and by the European Securities and Markets Authority, or ESMA.

Both ICE Clear Credit and ICE Clear Europe are also regulated by the SEC as clearing agencies because they clear security-based swaps.

• In the EU, ICE Clear Netherlands is an authorized CCP and is regulated by the DNB and AFM.

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FINRA and MSRB are SROs that regulate broker-dealers in the U.S.

ICE Securities Execution & Clearing, LLC, a full clearing member of the National Securities Clearing Corporation, the Fixed Income Clearing Corporation and The Depository Trust Corporation, provides correspondent clearing for ICE Bonds and is subject to oversight by the SEC, FINRA and the MSRB.

ICE Bonds is authorized to provide electronic trading services in Canada and Switzerland.

and ICE Markets Limited and is subject to oversight by the SEC, FINRA and the MSRB.

• Our U.K.-based execution-oriented fixed income market is operated by Creditex Brokerage, L.L.P., which is an operator of a multilateral trading facility, or MTF, and ICE Markets Limited, which acts as the matched principal counterparty to bond transactions arranged on the MTF operated by Creditex Brokerage.

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Regulation of our Mortgage Business

We have a mortgage technology business, ICE Mortgage Technology (formerly known as Ellie Mae), that is subject to examination by the Federal Financial Institutions Examination Council, or the FFIEC, and its member agencies because it is a third-party service provider to financial institutions directly regulated by the FFIEC and its member agencies, including, among others, the Consumer Financial Protection Bureau, or CFPB.

In addition, our mortgage technology business processes a significant amount of consumer financial information on behalf of mortgage lenders and as a result is subject to a variety of U.S.

state and federal regulations governing the protection of consumer financial information.

We have a mortgage technology business, ICE Mortgage Technology, that provides software, data, and electronic data processing to financial institutions and other stakeholders throughout the U.S.

residential mortgage industry.

In September 2023, ICE acquired Black Knight, which provides software, data and analytics to the real estate, mortgage lending, servicing, and secondary markets, and integrated the acquisition into its ICE Mortgage Technology business.

ICE Mortgage Technology is subject to supervision and examination by the Federal Financial Institutions Examination Council, or FFIEC, and its member agencies because ICE Mortgage Technology is a third-party technology service provider to financial institutions directly regulated by the FFIEC's member agencies.

In addition, our Mortgage Technology business provides loan origination and servicing technology to mortgage lenders and servicers and processes consumer financial information on behalf of our customers.

As a result, ICE Mortgage Technology is subject to a variety of U.S.

state and federal regulations governing the protection of consumer financial information, including federal consumer financial laws implemented and enforced by the Consumer Financial Protection Bureau, or CFPB.

ICE Mortgage Technology is designated as an operator of "critical infrastructure" by the U.S.

Department of Homeland Security and the U.S.

Department of Treasury.

Regulatory Changes

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Our key areas of focus on these evolving efforts are:

• Increased Bank Capital Requirements.

The Board of Governors of the Federal Reserve, or the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation proposed to implement various Basel Committee standards which would increase U.S.

bank capital requirements (Basel III Endgame).

The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients.

The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation.

Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at ICE clearing houses.

The Basel III Endgame proposal could also discourage participation in mortgage lending and servicing, resulting in a reduction of mortgage volumes at ICE Mortgage Technology, negatively impact U.S.

capital markets, end users' ability to hedge and raise financing through public markets and degrade liquidity.

In 2022 and 2023, the European Commission, European Parliament, and Council of the EU each published proposals amending the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0.

While the proposals differ, each includes requirements for certain EU market participants to maintain active accounts at an EU CCP and to clear a subset of their transactions in derivatives contracts identified as being of substantial systemic importance.

The European Commission has identified three classes of derivatives as being of substantial systemic importance, including euro-denominated short-term interest rate derivatives, or STIR, traded on ICE Futures Europe and cleared at ICE Clear Europe, and euro-denominated credit default swaps cleared at ICE Clear Credit.

If adopted, these requirements could result in a reduction of traded and cleared contracts at ICE Futures Europe, ICE Clear Europe and ICE Clear Credit.

• Changes to EU regulation of gas and power markets.

In November 2023, the European Parliament and Council of the EU reached a provisional agreement on proposals to amend the Regulation on Wholesale Energy Market Integrity and Transparency, or REMIT, by introducing requirements for non-EU firms trading in European gas and power markets to designate a representative in the EU.

These requirements could make trading on ICE Endex more difficult and could result in a reduction in volumes and liquidity.

• Policy intervention to address high energy prices .

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These policy interventions include price limiting mechanisms for exchange-traded gas products and a new LNG import benchmark.

In December 2022, the EU adopted a price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex effective February 2023.

In December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which impacts the services we offer to clients.

Global leaders continue to discuss the implementation of additional sanctions against Russia.

In December 2023, the EU extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex.

In December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients.

Financial Services and Markets Act 2023.

The Financial Services and Markets Act 2023, or FSMA 2023, makes significant changes to U.K.

financial services.

The FSMA 2023 grants the Bank of England additional powers relating to CCPs, which authorize the Bank of England to act before a special resolution regime is triggered including temporarily restricting or prohibiting discretionary payments to specified shareholders or employees of CCPs and directing CCPs to take actions to achieve financial stability.

The special resolution regime also authorizes the Bank of England to act in certain circumstances including taking control of a CCP, transferring ownership or terminating clearing member contracts.

This legislation could in certain extreme circumstances impact the ownership of ICE Clear Europe, the ability of ICE Clear Europe to pay dividends to its shareholder and to provide clearing services to ICE Futures Europe, ICE Futures U.S., ICE Endex and ICE Futures Abu Dhabi.

• Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants .

In February 2022, the European Commission extended the temporary equivalence decision that allows continued access by EU firms to clear trades at U.K.

In February 2022, the European Commission extended until June 2025 the temporary equivalence decision that allows continued access by EU firms to clear trades at U.K.

In March 2022, ESMA extended ICE Clear Europe's temporary recognition and tiering decision to June 2025.

Separately, ICE Futures Europe will continue to be able to permit access to its platform from relevant EU jurisdictions and ICE Endex will continue to be able to permit access to its platform from the U.K.

The absence of an equivalence decision by the EU for U.K.

trading venues, however, may result in increased costs for certain EU market participants, which could impact trading on ICE Futures Europe.

Additional impacts to our business and the potential for regulatory changes remain uncertain at this time.

• Changes to EU Regulation of Clearing Services .

In December 2022, the European Commission published legislative proposals on clearing services, amending the European Markets Infrastructure Regulation, or EMIR.

The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs, potentially impacting the clearing of certain Euribor contracts at ICE Clear Europe.

• CCP Resolution .

In March 2022, the U.K.

Treasury published a feedback statement and status update on its plans to enhance the U.K.'s regime for resolution of CCPs in the event that they fail.

This is intended to expand the prior regime which was not in line with U.K.

Financial Stability Board guidance issued subsequently.

Many of the parameters of the new regime have yet to be finalized and will be subject to a consultation process by the BOE which will be the resolution authority for CCPs in the U.K.

However, the parameters will include increased CCP contributions (known as "second skin in the game") to the default fund.

• Benchmarks Regulation.

The FCA used its legal powers under the U.K.

BMR to require IBA, as the administrator of London Interbank Offered Rate, or LIBOR, to publish certain Sterling and Japanese Yen LIBOR settings under a changed "synthetic" methodology until the end of 2022.

"Synthetic" Japanese Yen LIBOR settings ceased to be published at the end of 2022, and the FCA is requiring IBA to continue publishing 1- and 6-month "synthetic" Sterling LIBOR until the end of March 2023 and intends to require IBA to publish 3-month "synthetic" Sterling LIBOR until the end of March 2024.

Any settings published under the “synthetic” methodology are not representative of the underlying market or economic reality the setting is intended to measure as those terms are used in the U.K.

The FCA has confirmed that it expects the U.S.

Dollar LIBOR settings currently published on a representative basis to continue to be published until the end of June 2023.

The FCA is proposing to require IBA to publish the 1-, 3- and 6- month U.S.

Dollar LIBOR settings, until the end of September 2024 under a changed “synthetic” methodology.

Usage of the "synthetic" LIBOR and continuing U.S.

Dollar LIBOR settings may be restricted or prohibited in certain circumstances under applicable law.

The European Commission used its powers under the EU Benchmarks Regulation, or EU BMR, to designate replacement benchmarks for certain Swiss franc LIBOR settings.

The European Commission intends to extend that transition period for the use of benchmarks provided by third-country administrators until December 31, 2025.

In May 2022, the European Commission published a consultation on the scope of the EU BMR and the regime for third-country benchmark administrators in preparation of the development of a legislative proposal.

Listing and Trading Prohibitions on Certain Foreign Companies.

The Holding Foreign Companies Accountable Act, or HFCAA, requires the SEC to identify any company that retains a registered public accounting firm located in a foreign jurisdiction and that the Public Company Accounting Oversight Board, or PCAOB, is unable to inspect or investigate because of a position taken in such foreign jurisdiction.

After three years of non-inspection, the SEC is required to prohibit the trading of the securities of identified issuers on a U.S.

securities exchange or in any “over-the-counter” market in the U.S.

In December, the PCAOB announced that it was able to inspect audit firms for

the Chinese and Hong Kong issuers the SEC had previously identified as using non-inspected audit firms.

As a result, trading in these companies’ securities will not be suspended and the three-year period in the HFCAA resets.

Most London Interbank Offered Rate, or LIBOR, settings have ceased to be published, however, the FCA has required IBA, as the administrator of LIBOR, to continue publishing certain LIBOR settings for a temporary period using the changed "synthetic" methodology.

"Synthetic" LIBOR settings are not representative of the underlying market or economic reality the settings were previously intended to measure.

In addition, certain benchmarks provided by our index businesses may continue to be used by supervised entities in the EU under the EU Benchmarks Regulation, or EU BMR, until December 31, 2025.

In October 2023, the European Commission published a proposal to amend the EU BMR to require third country benchmark providers who publish certain EU ESG benchmarks to be located in the EU.

Uncertainties relating to the proposed EU BMR reform may impact our ability to provide certain benchmarks into the EU.

• Regulation of ESG data and ratings.

Many jurisdictions, including the EU, have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings.

These regulations may impact certain ICE Data Services products and services.

We are monitoring the impact of these developments on ICE Data Services.

Equity Market Proposals.

The SEC proposed significant changes to the rules governing securities trading that would impact the way in which ICE’s securities exchanges are able to compete with other execution venues.

The SEC proposed significant changes to the rules governing securities trading, including a proposal to prohibit securities exchanges from offering volume-based transaction pricing in connection with the execution of agency orders in exchange-listed securities, that would impact the way in which ICE’s securities exchanges are able to compete with other execution venues.

• EU Deforestation Regulation.

Effective in December 2024, the EU Deforestation Regulation, or EUDR, requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it.

The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa

physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S.

of the Coffee C Contract (Arabica).

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

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A copy of these filings is also available at the SEC’s website (www.sec.gov).

The reference to our website address and to the SEC’s website address do not constitute incorporation by reference of the information contained on the website and should not be considered part of this report.

From time to time, we may use our website and/or social media, including Twitter, as distribution channels of material information.

The website to access our Twitter account is https://twitter.com/ICE_Markets.

From time to time, we may use our website and/or social media, including X, formerly known as Twitter, as distribution channels of material information.

The website to access our X, formerly known as Twitter, account is https://twitter.com/ICE_Markets.

References in this Annual Report to our website address, to the SEC’s website address and to our account on X, formerly known as Twitter, do not constitute incorporation by reference of the information contained on the website and should not be considered part of this Annual Report.

In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee and (iv) Risk Committee, as well as our Global Code of Business Conduct, which includes information regarding our whistleblower hotline information, Board of Directors Governance Guidelines and Board Communication Policy.

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

• Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which may be caused by conditions that are beyond our control.

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

• Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which are caused by conditions that are beyond our control.

• Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact us.

• We may be at greater risk from terrorism, including cyberterrorism, than other companies.

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

• We may not realize the expected benefits of our majority investment in Bakkt and the investment may introduce additional risks to our business due to its evolving business model.

• We may not realize the expected benefits of our majority investment in Bakkt Holdings, Inc., or Bakkt, and the investment may introduce additional risks to our business due to its evolving business model.

• Pandemics or other public health emergencies, including the emergence of new COVID-19 variants resulting in another pandemic, could adversely affect our business, results of operations and financial condition.

Mergers & Acquisitions and Common Stock

• We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisition of Black Knight and are subject to continuing obligations contained in the Agreement Containing Consent Orders, or the Consent Order, entered into between the Federal Trade Commission, or the FTC, ICE and Black Knight, which could adversely affect our business and the value of our common stock.

• As a result of the consummation of the merger with Black Knight, we are subject to risks relating to the business conducted by Black Knight.

• We may fail to complete or realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from any future acquisitions or anticipated growth opportunities or expected benefits of our strategic investments, which could adversely affect the value of our common stock.

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

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

Legal and Regulatory

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

• Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, might not be effective, which could lead to enforcement actions by our regulators.

• Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, may not be effective, which could lead to enforcement actions by our regulators or other legal proceedings.

• Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market data and connectivity fees.

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and EU regulatory frameworks following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition.

• Risks relating to the administration of benchmarks and indices, including LIBOR, and the potential for changes to, cessations of, and the replacement of, or transition from, benchmarks and indices, including LIBOR, may result in legal risks and could adversely affect our business.

• Risks relating to the administration of benchmarks and indices, and changes to, cessations of, and the replacement of, or transition from, benchmarks and indices may result in legal risks and could adversely affect our business.

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

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Operational and Liquidity

• Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our participants unable or reluctant to use our electronic platforms.

• Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and services.

• Our business has in the past been, and may in the future be, harmed by computer and communication systems failures and delays.

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• We currently have a substantial amount of outstanding indebtedness which could adversely affect our financial condition and operations and restrict our activities or our ability to satisfy our debt service obligations.

• We face intense competition;

failure to keep up with rapid changes in technology and client preferences could negatively impact our competitive position.

Reputational Harm

• We face intense competition, and if we fail to keep up with rapid changes in technology and client preferences, it could negatively impact our competitive position.

• Damage to our reputation could damage our business.

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

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

• We may fail to complete or realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our acquisitions or anticipated growth opportunities or expected benefits of our strategic investments, which could adversely affect the value of our common stock.

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

Black Knight Acquisition

• The merger will not be completed unless important conditions are satisfied or waived, including regulatory approvals.

• Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, that could have an adverse effect on ICE following the merger or that are otherwise unacceptable to ICE.

• We may be unable to successfully integrate Black Knight’s business and realize the anticipated benefits of the merger, and we will incur significant costs in connection with the merger and the integration of Black Knight.

• As a result of the merger, we will be subject to risks relating to the business conducted by Black Knight.

• After the completion of the merger, we will be more leveraged than we currently are, and the financing arrangements that we will enter into will contain restrictions and limitations that could, under certain circumstances, have a material adverse effect on our business and operations.

BUSINESS AND INDUSTRY

Global economic, political and financial market events or conditions may negatively impact our business.

Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, decreased mortgage origination volume, geopolitical events or conflicts, international trade disputes, including the imposition of tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business.

If our customers reduce spending, workforce, mortgage origination activity, trading activity or demand for financial data as a result of challenges in the prevailing economic markets, our revenues could decline.

During 2022, macroeconomic conditions, including rising interest rates, recent spikes in inflation rates and market volatility, along with geopolitical concerns, including the war in Ukraine and the sanctions and other measures that have been and continue to be imposed in response to the war, created economic and political uncertainty and volatility in global markets, resulted in a dynamic operating environment and impacted our operations and results, and these impacts may continue in 2023.

The Russia-Ukraine conflict has been the catalyst for an energy crisis in Europe.

Our customers and members are experiencing liquidity stress, particularly in the energy industry, and the risk of default has increased.

Government interventions related to the energy crisis that have been enacted or that have been proposed could also have a negative impact on our business.

Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, decreased mortgage origination or servicing volume, decreased mortgage servicing volume, geopolitical events or conflicts, election results, international trade disputes, including the imposition of tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business.

If our customers reduce spending, workforce, mortgage origination or mortgage servicing activity, trading activity or demand for financial data as a result of challenges in the prevailing economic markets, our revenues could decline.

During 2023, macroeconomic conditions, including rising interest rates, inflation and market volatility, along with geopolitical concerns, including the conflicts in Ukraine, Israel and Gaza, created economic and political uncertainty and volatility in global markets, resulted in a dynamic operating environment and impacted our operations and results, and these impacts may continue in 2024.

In 2022 and continuing into 2023, the Russia-Ukraine conflict was a catalyst for an energy crisis in Europe.

Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in Israel and Gaza could also have a negative impact on our business.

See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices.

In addition, U.S.

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government policies toward China and Chinese government policies toward the U.S., are likely to impact our existing business and future opportunities.

For example, in response to a 2020 executive order by President Trump and the June Order by President Biden in 2021, the NYSE delisted four Chinese telecommunications companies identified in those executive orders.

In addition, the HFCAA, enacted in December 2020, requires the SEC to suspend trading in the U.S.

of any company whose accounting firm the PCAOB is unable to inspect or investigate for three consecutive years.

For example, the Holding Foreign Companies Accountable Act, or HFCAA, enacted in December 2020, requires the SEC to suspend trading in the U.S.

of any company whose accounting firm the Public Company Accounting Oversight Board, or PCAOB, is unable to inspect or investigate for three consecutive years.

Though, in December 2022, the PCAOB announced that it was able to inspect audit firms for the Chinese and Hong Kong issuers the SEC had previously identified as using non-inspected audit firms, thus resetting the three-year period in the HFCAA.

There remains the risk that in the future the SEC may suspend trading of NYSE-listed companies under this Act, which would require us to suspend trading for those companies to comply with U.S.

In November 2023, the PCAOB announced settlements related to these inspections, which could lead to fewer Chinese companies listing in the U.S.

Moreover, there remains the risk that in the future the SEC may suspend trading of NYSE-listed companies under this Act, which would require us to suspend trading for those companies to comply with U.S.

government policies, which could impact our business.

A substantial portion of our revenues are derived from data services fees and fees for transactions executed and cleared in our markets.

Our market data-based revenues are largely subscription-based, or recurring, and are generated from a range of global financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, index services, desktops and connectivity solutions.

For our transaction-based revenues, we derive a significant percentage from trading in global energy and agricultural-related futures and options contracts, as well as equity transactions and global interest rate contracts.

Further, in August 2023, President Biden issued an Executive Order aimed at prohibiting or requiring notification of certain investments by U.S.

persons in Chinese companies involved in semiconductors and microelectronics quantum information technologies and artificial intelligence which could impact some of our businesses.

Department of Treasury has issued an advanced notice of proposed rulemaking to gather public feedback on implementing the Executive Order.

The market data subscriptions and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including:

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Further, NYSE’s revenue increases when more companies are seeking access to public markets, and on the NYSE specifically.

Continued stagnation or declines in the IPO market, or issuers choosing to list on venues other than the NYSE, could have an adverse effect on our revenues.

Continued stagnation or declines in the IPO market, or issuers choosing to list on venues other than the NYSE, have had and could continue to have an adverse effect on our revenues.

In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending volume or an increase in mortgage foreclosure volume, have in the past increased our costs or had an adverse effect on our revenues and may do so in the future.

For example, beginning in early 2021 and through the date of this Annual Report, mortgage lending volume has decreased substantially and could continue to further decrease in the future.

For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy mortgage lending volume decreased substantially and although this trend began to revert halfway through 2023, it could return in the future, meaning we could see a further decline in mortgage origination volumes.

This decrease in lending volume has adversely affected our revenues, in particular those of a transactional nature which are directly connected to the number of loans processed using our technology.

Factors that are currently adversely impacting mortgage lending volumes include increased mortgage interest rates, as well as housing affordability and availability.

Factors that are currently adversely impacting mortgage lending volumes include elevated mortgage interest rates, as well as housing affordability and availability.

Additional factors that could now or in the future adversely impact mortgage lending volumes include reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.

Although certain of our mortgage technology products, in particular those supporting default management, may see higher demand during times of rising mortgage foreclosure volume, this increase in demand may be outweighed by the impacts of reduced mortgage lending volume and in the aggregate may have a material adverse effect on our business, financial condition, and results of operations.

A reduction in mortgage volume could also result in a corresponding decrease in demand for mortgage data products, which would further reduce our revenues.

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

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Treasuries that clearing members transfer to satisfy their original margin and guaranty fund requirements at its account at the Federal Reserve.

With respect to other clearing member cash posted, ICE Clear Credit currently self-manages and uses external investment managers to invest such cash margin and guaranty fund deposits.

With respect to other clearing member cash posted,

ICE Clear Credit currently self-manages and uses external investment managers to invest such cash margin and guaranty fund deposits.

We have an obligation to return margin payments and guaranty fund contributions to clearing members to the extent that the relevant member’s risk based on its open contracts to the clearing house is reduced.

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Sovereign treasury securities have historically been viewed as one of the safest and most liquid securities for clearing houses to hold due to the perceived credit worthiness of major governments.

If there is a collapse in a specific currency relied upon by our clearing houses, our clearing houses will face significant expenses in changing their systems and such an event could cause a credit contraction and major swings in asset prices and exchange rates.

If there is a collapse in a specific currency relied upon by our clearing houses, our clearing houses could face significant expenses and such an event could cause a credit contraction and major swings in asset prices and exchange rates.

To mitigate this risk, our clearing houses currently apply a discount or “haircut” to the market values for all sovereign securities held as margin or guaranty fund contributions;

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In the event that a reverse repo counterparty defaults, the value of the sovereign securities we hold as collateral might not be sufficient to cover our losses.

Our clearing houses may also make demand deposits with banks that are secured only to the value of FDIC insurance or other national deposit guarantee schemes, which is small, and therefore, the deposits may in significant part be lost in the event one of these banks becomes insolvent.

Our clearing houses may also make demand deposits with commercial banks which could be lost in the event one of these banks becomes insolvent.

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

Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to additional risks.

Adverse economic conditions and legal and regulatory changes similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.

Adverse economic conditions and legal and regulatory changes similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges,

discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.

Any of these could reduce our revenues, including market data and listing fee revenue.

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Any failure by one of our exchanges to comply with, and enforce compliance by their members with, exchange rules and securities laws could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.

Our ability to do this could be impaired by, for example, SEC amendments to NMS Plans for the consolidation of market data that impede the ability of the exchanges and FINRA to discharge their legal obligations by restricting the flow of information and constraining the decision-making authority of the exchanges and FINRA.

We must allocate significant resources to fulfill our regulatory and self-regulatory responsibilities.

The for-profit exchanges’ goal of maximizing stockholder value might contradict the exchanges’ regulatory and self-regulatory responsibilities.

The for-profit exchanges’ goal of maximizing stockholder value might conflict with the exchanges’ regulatory and self-regulatory responsibilities.

In addition, the listing of our common stock on the NYSE could potentially create a conflict between the exchange’s regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and our commercial and economic interest, on the other hand.

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Further, changes in the rules of our securities markets must be reviewed and approved by the SEC.

Approval of such changes by the SEC cannot be guaranteed, and the SEC could delay either the approval process or the initiation of the public comment process.

Approval of such changes by the SEC cannot be guaranteed, and the SEC has in the past and could in the future delay either the approval process or the initiation of the public comment process.

Any denial or delay in approving changes could have an adverse effect on our business, financial condition and operating results.

The SEC continues to challenge fee filings on securities market data, which has the potential to negatively impact the value of proprietary data products.

See Item 1 “- Business - Regulation” above for additional information regarding regulatory changes impacting our cash equities and options exchanges, including risks to our business associated with possible regulation of services offered by non-exchange affiliates and U.S.

listing and trading prohibitions on certain foreign companies.

Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which may be caused by conditions that are beyond our control.

The SEC continues to challenge fee filings on securities market data, which has in the past resulted in and could in the future negatively impact the value of proprietary data products.

Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which are caused by conditions that are beyond our control.

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

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Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.

In addition, interest rates are a significant factor influencing mortgage loan production volumes.

Rising interest rates are likely to reduce mortgage loan production volumes, which could potentially impact our transaction-based revenues.

In the event that inflation continues to increase significantly and persistently, this would likely increase the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.

Credit health of market participants may also be impacted, increasing the risk of default or companies inability to comply with listing standards.

An inflationary environment may also reduce consumer optimism resulting in lower demand for mortgage loans.

In addition, interest rates are a significant factor influencing mortgage loan production volumes and loan foreclosures.

Rising interest rates are likely to reduce mortgage loan production volumes and increase loan foreclosures, which could potentially impact our transaction-based revenues.

In the event that inflation continues to increase, this would likely further increase the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.

As inflation has rapidly increased and remained high in recent years, it has impacted the credit health of market participants, increased the risk of default and increased the risk of companies not being able to comply with listing standards.

An inflationary environment generally also reduces consumer optimism, resulting in lower demand for mortgage loans.

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

• global economic, political and market conditions;

• global economic and market conditions;

• global political conditions including the presidential election in the U.S.

and general elections in many jurisdictions in the U.S.

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

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

Any one or more of these factors, which are beyond our control, may reduce volumes and trading activity.

Any one or more of these or other factors, which are beyond our control, may reduce volumes and trading activity.

Further, lower market volatility could also result in more exchanges competing for trading volumes to maintain their growth.

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Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.

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

Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact us.

High-profile system failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact our business and result in a loss of confidence in our technology and our markets, regulatory investigations, fines and penalties and business activity slowdown or interruptions.

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Ensuring our compliance with the requirements of Regulation SCI and the CFTC’s system safeguards regulations requires significant ongoing administrative and compliance expenses and burdens.

In addition, the SEC’s expansion of the ICE systems that are determined to be in scope for Regulation SCI could result in significant additional expenditures.

In addition, the SEC’s expansion of the obligations under Regulation SCI, including the ICE businesses or systems that are determined to be in the scope of the regulation, in the past has resulted, and in the future could result, in significant additional expenditures.

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

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Changing preferences could also have an adverse impact on the operations or financial condition of our customers, which could result in reduced revenues from those customers.

We are also subject to risks relating to new or heightened climate change-related regulations or legislation, which could impact us and our customers and result in increased regulatory, compliance or operational costs.

We are also subject to reputational risks relating to the perception of whether or not we are facilitating a

migration away from fossil fuels.

We are also subject to risks relating to new or heightened climate change-related

regulations or legislation, which could impact us and our customers and result in increased regulatory, compliance or operational costs.

We are also subject to reputational risks relating to the perception of whether or not we are facilitating a migration away from fossil fuels.

For example, our reputation could be damaged as a result of our offering certain products or services associated with causing or exacerbating climate change, or by any decision by us to continue to conduct or change our activities in response to considerations relating to climate change.

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The determination of the value of goodwill and other intangible assets requires the use of estimates and assumptions that affect our consolidated financial statements.

As of December 31, 2022, we had goodwill of $21.1 billion and net other intangible assets of $13.1 billion relating to our acquisitions and our purchase of trademarks and Internet domain names from various third parties.

During 2022, we recorded an impairment of our equity investment in Bakkt and we cannot assure you that we will not experience future events that may result in these types of impairments.

As of December 31, 2023, we had goodwill of $30.6 billion and net other intangible assets of $17.3 billion relating to our acquisitions, including our acquisition of Black Knight in September 2023, and our purchase of trademarks and Internet domain names from various third parties.

During 2023, we recorded an impairment on certain trademark intangible assets and during 2022, we recorded an impairment of our equity investment in Bakkt.

We cannot assure you that we will not experience future events that may result in these types of impairments.

An impairment of the value of our existing goodwill, other intangible assets and other investments and assets could have a significant negative impact on our future operating results.

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We may not realize the expected benefits of our majority investment in Bakkt and the investment may introduce additional risks to our business due to its evolving business model.

We have a majority equity ownership interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE.

Due to our majority equity ownership interest in Bakkt, we have increased financial and reputational risks if there is a security or system failure, a failure to launch one or more products, or if Bakkt's business is unsuccessful.

It may take longer than expected for us to realize the expected returns from this investment or such returns may ultimately be less than anticipated.

We have a majority equity ownership interest and a minority voting interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE.

Due to our majority equity ownership interest in Bakkt, we have increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful.

We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns.

In 2022, Bakkt reported an impairment of goodwill and intangible assets and we recorded an impairment of our equity investment in Bakkt.

We have reviewed certain Bakkt performance indicators noting that as of September 30, 2023, Bakkt disclosed that it is monitoring its ability to continue as a going concern and recorded an impairment charge, our share of which was included in our equity losses in Bakkt for the year ended December 31, 2023.

Bakkt has subsequently disclosed its conclusions regarding its substantial doubt of its ability to continue as a going concern.

Subsequent impairments on our equity investment in Bakkt may become necessary.

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• manage the complexity of its business model to stay current with the industry;

• comply with existing or new laws, regulations or orders of any governmental authority related to the use of digital assets, which are currently under additional regulatory scrutiny following recent negative events in the cryptocurrency industry;

• obtain and maintain required licenses and regulatory approvals for its business;

• successfully enter categories and markets in which it may have limited or no prior experience;

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• successfully develop and integrate products, systems or personnel into its business operations;

• obtain and maintain required licenses and regulatory approvals for its business;

• maintain a risk management and compliance framework designed to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams and comply with anti-money laundering, counter-terrorist financing laws and regulations and anti-corruption laws globally;

• maintain technology systems and processes that prevent cyberattacks and security vulnerabilities.

As digital assets and blockchain technologies evolve, Bakkt may add, modify or discontinue certain aspects of its business model relating to the product mix and service offerings.

Future additions and modifications to Bakkt’s business will increase the complexity of its business and place significant strain on Bakkt’s management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions.

Future additions and modifications to Bakkt’s business will increase the complexity of its business and place significant strain on Bakkt’s management, personnel, operations,

systems, technical performance, financial resources and internal financial control and reporting functions.

We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to Bakkt’s business.

In addition, recent volatility in digital asset markets and bankruptcies relating to digital asset companies could, among other things, reduce confidence in digital assets and blockchain technologies.

These events are continuing to

develop and it is not possible to predict at this time all of the risks that they may pose to Bakkt or on the digital asset industry as a whole.

These events are continuing to develop and it is not possible to predict at this time all of the risks that they may pose to Bakkt or on the digital asset industry as a whole.

Pandemics and other public health emergencies, including the emergence of new COVID-19 variants resulting in another pandemic, could adversely affect our business, results of operations and financial condition.

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From an operational perspective, the spread of COVID-19 resulted in, and the emergence of a new pandemic or other health emergency, including a resurgence of COVID-19, could in the future result in, temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.

We cannot assure you that such measures will adequately protect our business, and could introduce new operational risks, including, but not limited to, cybersecurity risk, and could strain our technological resources and business continuity plans.

We cannot assure you that such measures will adequately protect our business, and such measures could introduce new operational risks, including, but not limited to, cybersecurity risk, and strain our technological resources and business continuity plans.

If one or more of the third-party vendors to whom we outsource certain material activities claim that they cannot perform due to a force majeure or experience operational failures as a result of a pandemic or other public health emergency, it could have a material adverse effect on our business, results of operations and financial condition.

The emergence of variant strains that are resistant to vaccines or a decrease in the effectiveness of vaccines over the long term could impact, among other things, the availability of our executive officers, staff and primary facilities, and the viability of our customers.

In addition, in 2022, the spread of COVID-19 variants, along with other factors, such as restrictions and limitations on business activities, labor shortages at ports and for long-haul transportation, rising fuel costs and raw material shortages, have resulted in disruptions to global supply chains, which have impacted the availability of critical hardware and extended lead times for certain components and systems we require for our operations.

A resurgence in COVID-19 cases, or another pandemic or public health emergency, could continue to negatively affect the flow or availability of certain hardware and related products for technology that we need to operate our business effectively and efficiently.

In addition, in 2022 and continuing into 2023, the spread of COVID-19 variants, along with other factors, such as restrictions and limitations on business activities, labor shortages at ports and for long-haul transportation, volatility in fuel costs and raw material shortages, have resulted in disruptions to global supply chains, which have impacted the availability of critical hardware and extended lead times for certain components and systems we require for our operations.

A resurgence in COVID-19 cases, or another pandemic or public health emergency, could negatively affect the flow or availability of certain hardware and related products for technology that we need to operate our business effectively and efficiently.

Our inability to acquire suitable hardware and related products on acceptable terms or the loss of key suppliers could negatively affect our business.

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Pandemics and public health emergencies could also have an adverse impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so may adversely affect our business, financial condition or results of operations.

MERGERS & ACQUISITIONS AND COMMON STOCK

We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisition of Black Knight and are subject to continuing obligations contained in the the Consent Order entered into between the FTC, ICE and Black Knight, which could adversely affect our business and the value of our common stock.

We recently completed the acquisition of Black Knight and the success of the merger will depend on, among other things, our ability to successfully integrate the business of Black Knight into the ICE Mortgage Technology business in a manner that facilitates growth opportunities, realizes anticipated synergies, and achieves the projected cost savings, revenue growth and profitability targets of the combined businesses without adversely affecting current revenues and investments in future growth.

There is a significant degree of difficulty and management distraction inherent in the process of integrating an acquisition, which may involve delays or additional and unforeseen expenses.

The integration and other disruptions from the merger may also disrupt our ongoing businesses.

In connection with the merger and the integration of Black Knight’s business, we have incurred and expect to continue to incur significant costs.

These incremental transaction-related costs may exceed the savings and efficiencies we expect to achieve from the integration of the businesses.

Following the completion of the acquisition of Black Knight, we continue to be subject to periodic reviews by the FTC under the Consent Order we entered into with them, and we are required to certify that we are in compliance with the restrictions contained in the Consent Order.

In addition, ICE continues to provide services and infrastructure to divested business units under the scrutiny of a monitor appointed by the FTC, which could impact our operations and cause us to incur significant expenses.

If we are not able to successfully achieve our objectives from the Black Knight merger within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, may take longer to realize than expected, and our business or stock price may be adversely affected.

As a result of the consummation of the merger with Black Knight, we are subject to risks relating to the business conducted by Black Knight.

As a result of the consummation of the merger with Black Knight, we are subject to a variety of risks relating to the business conducted by Black Knight, many of which we, and more specifically, ICE Mortgage Technology, already face in our business, as described in various risk factors included in this Annual Report.

Some of the specific risks facing Black Knight include risks relating to the mortgage lending industry, including general conditions in the industry;

changes in inflation rates and interest rates;

changes in current or new regulations and legislation and potential structural changes in the mortgage lending industry;

technology risks, including cyber security and data privacy risks relating to Black Knight’s services;

risks relating to intellectual property held or used by Black Knight;

the ability of Black Knight to adequately compete with products or other companies, including through attracting new customers and retaining or selling additional service offerings to existing customers;

risks relating to Black Knight’s use of international third-party service providers and Black Knight’s international operations;

risks relating to Black Knight’s indebtedness;

and risks relating to current and future legal proceedings or disputes involving Black Knight.

In connection with any such legal proceeding or other dispute, we could incur significant expenses.

An adverse resolution of any such proceeding or dispute may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results.

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

We have completed many acquisitions, including our recent acquisition of Black knight, and plan to continue to pursue acquisitions and joint ventures.

The success of our acquisitions will depend, in part, on our ability to integrate these businesses and realize anticipated cost savings, revenue synergies and growth opportunities.

We generally set aggressive timelines for realizing savings, which assumes we successfully undertake a variety of actions (including, but not limited to, integrating technology, eliminating redundancies and effecting organizational restructurings) that are themselves subject to a variety of risks and may be subject to regulatory approvals that we do not control.

The process of integrating acquired companies is time consuming and could disrupt each company’s ongoing businesses, produce unforeseen regulatory and operating difficulties (including inconsistencies in standards, controls, procedures and policies that adversely affect relationships with market participants, regulators and others), require substantial resources and expenditures and divert the attention of management from the ongoing operation of the business.

There is also a risk that we may not integrate these acquired companies in a manner that permits our expected cost savings and revenue synergies to be fully realized in the time periods expected, or at all.

In addition, a variety of factors, including but not limited to regulatory conditions, governmental competition approvals, cultural differences and difficulty integrating technology platforms, may adversely affect our ability to complete our acquisitions or realize our anticipated cost savings and synergies.

We also may not realize anticipated growth opportunities and other benefits from strategic investments or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including decline in value of the other company, regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business.

Further, strategic initiatives that have historically been successful may not continue to be successful due to competitive threats, changing market conditions or the inability for the parties to extend the relationship into the future.

As a result of any future acquisition, we may issue additional shares of our common stock that dilute our stockholders’ ownership interest, expend cash, incur debt, assume actual and contingent liabilities, inherit existing or pending litigation or create additional expenses related to amortizing intangible assets.

Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all.

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

We are a legal entity separate and distinct from our operating subsidiaries.

Our principal source of cash flow, including cash flow to pay dividends to our stockholders, principal and interest on our outstanding debt or repurchase shares of our common stock, is dividends from our subsidiaries.

There are statutory and regulatory limitations on the payment of dividends by certain of our subsidiaries to us.

If our subsidiaries are unable to make dividend payments to us and sufficient cash or liquidity is not otherwise available, we may not be able to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock, which could have a material adverse effect on our business, financial condition and operating results.

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

Our organizational documents contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, ICE.

These provisions make a change of control less likely, which may be contrary to the desires of certain of our stockholders.

Many of these provisions are required by relevant regulators in connection with our ownership and operation of U.S.

and European equity exchanges.

For example, our organizational documents include provisions that generally restrict any person (either alone or together with its related persons) from (i) voting or causing the voting of shares of stock representing more than 10% of our outstanding voting capital stock (including as a result of any agreement by any other persons not to vote shares of stock) or (ii) beneficially owning shares of stock representing more than 20% of the outstanding shares of any class or series of our capital stock.

Further, our organizational documents generally limit the ability of stockholders to act by written consent, and generally authorize our Board of Directors, without stockholder approval, to issue and fix the rights and preferences of one or more series of preferred stock.

In addition, provisions of Delaware law may have a similar effect, such as provisions limiting the ability of certain interested stockholders, as defined under Delaware law, from causing the merger or acquisition of a corporation against the wishes of the Board of Directors.

LEGAL AND REGULATORY

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In many cases, our activities may be subject to overlapping and divergent regulation in different jurisdictions.

The adoption of new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and demand for our market data and connectivity offerings, mortgage technology and other services.

The European Commission has adopted or proposed various options for regulatory intervention to address high energy prices including, among others, price limiting mechanisms on exchange traded gas products, the introduction of circuit breakers and the development of LNG import benchmarks.

The adoption of new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.

EU policymakers continue to adopt and propose changes to regulatory intervention related to energy markets, including price limiting mechanisms on exchange traded gas products and strengthening the EU’s market abuse framework for wholesale energy markets.

Trading volumes on ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts, could be impacted.

Additionally, in December 2022, a coalition of various nations have set the price of Russian crude oil at or below $60 a barrel, which may impact our businesses and those of our clients.

Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel and is considering whether additional sanctions are appropriate for firms that violate that pricing requirement, which may impact our businesses and those of our clients.

There may be additional regulatory changes forthcoming and additional impacts to our business.

We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S.

Following the acquisition of Black Knight, we have enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.

Changes to existing laws or regulations or adoption of new laws or regulations that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions.

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Regulation of privacy and data protection often times require monitoring of, and changes to, our data practices in regard to the collection, use, disclosure, storage, transfer and/or security of personal and sensitive information.

Regulatory activity in the privacy area may also hinder our business, for example, by restricting use or sharing of data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain data to our customers, or otherwise regulating artificial intelligence and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or which may lead to significant increases in the cost of compliance.

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

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The enacted and proposed legal and regulatory changes most likely to affect our businesses are:

non-discriminatory access provisions of U.K.

MiFID II and EU MiFID II, interoperability and margin rules in EMIR, enhanced regulatory capital liquidity and leverage rules in Basel III and Capital Requirements Directive IV, access rules under the U.K.

operational account and clearing requirements for EU market participants in EMIR 3.0, the proposal by U.S.

banking regulators to increase bank capital requirements under the Basel III Endgame impacting banking services and activities including client clearing, lending and capital markets activities and the Federal Reserve proposed revisions to the surcharge on global systemically important bank holding companies, access rules under the U.K.

BMR and EU BMR, the non-harmonization of margin requirements, access to our benchmarks, U.K.

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To date, however, funding has been provided solely by the SROs, partly in exchange for promissory notes, which increases the risk that SROs, including us, will not be reimbursed for costs expended to date.

Due to the replacement of the original plan processor, we recorded promissory note impairment charges of $2 million and $16 million in 2020 and 2019, respectively.

Because the SEC has not approved a funding model that shares the cost of the CAT between SROs and broker-dealers, we believe there is a risk that SROs are not reimbursed, resulting in this impairment.

Until the SEC approves a funding model, the SROs will continue to incur additional costs, which may become significant and may not be reimbursed.

Due to the replacement of the original plan processor, we recorded promissory note impairment charges of $16 million, $2 million and $16 million in 2023, 2020 and 2019, respectively.

The SEC approved a funding model that shares the cost of the CAT between SROs and broker-dealers in September 2023, however, that approval has been challenged in the United States Court of Appeals for the Eleventh Circuit.

If this challenge is successful, there is a risk that SROs will not be reimbursed.

As of December 31, 2023, we have accrued approximately $97 million as a receivable in connection with our portion of expenses related to the CAT implementation.

In addition, there are additional risks to SRO participants related to regulatory actions or fines in connection with a delay in implementation of the CAT.

In addition, in October, the SEC proposed a new rule that would, among other things, prohibit securities exchanges from offering volume-based transaction pricing in connection with the execution of agency orders in exchange-listed securities.

If adopted, this prohibition would negatively impact our securities exchanges’ ability to compete with off-exchange trading venues.

There is an increased focus on, and scrutiny of, ESG data and ratings providers by regulators and policymakers.

Regulators and policymakers have indicated that extension of their regulatory oversight to ESG data service providers is possible.

Regulators and policymakers have indicated that extension of their regulatory oversight to ESG data service providers is

This could result in new or additional regulations applicable to our ESG data products and services which could result in additional operating costs.

Legislative proposals in the EU and elsewhere are contemplating new or expanded requirements for data service providers such as conflict of interest and transparency rules, regulation of prices and fees, and imposition of market access rules for third-country providers.

These requirements may increase regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.

We are subject to tax laws, regulations, rulings and audits in multiple U.S.

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See Item 1 “- Business - Regulation” above for additional information regarding the current and proposed laws and regulations that impact our business, including risks to our business associated with these laws and regulations.

Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, might not be effective, which could lead to enforcement actions by our regulators.

Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, may not be effective, which could lead to enforcement actions by our regulators or other legal proceedings.

Our ability to comply with existing and future rules, regulations and laws largely depends on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel.

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Our acquisitions expose us to new regulatory requirements.

For example, our acquisition of the BondPoint ATS in January 2018 and our acquisition of TMC Bonds in July 2018 exposes us to increased exposure to regulatory scrutiny from the SEC, FINRA and MSRB.

Our acquisition of Ellie Mae in 2020 and our pending acquisition of Black Knight exposes us to increased regulatory scrutiny from U.S.

For example, our acquisitions of Ellie Mae, Inc., or Ellie Mae, in 2020 and Black Knight in 2023 expose us to increased regulatory scrutiny from U.S.

regulatory bodies that regulate the U.S.

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Separately, our European exchanges are currently authorized to sell trade information on a non-discriminatory basis at a reasonable cost.

This regulatory position could be modified or interpreted by the European Commission, or EC, or future European court decisions in a manner that could have an adverse effect on our European market data revenues.

This regulatory position could be modified or interpreted by the European Commission or future European court decisions in a manner that could have an adverse effect on our European market data revenues.

In addition, the FCA and IOSCO have both issued consultations to explore access to market data in financial markets.

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related to Brexit.

In January 2021, the U.K.

completed its withdrawal from the EU.

Prior to completing its withdrawal, the U.K.

and EU agreed to a trade and cooperation agreement which governs the EU-U.K.

and EU have agreed to a trade and cooperation agreement which governs the EU-U.K.

relationship after the completion of the U.K.’s exit from the EU.

The U.K.-EU Brexit deal did not provide a transition period for financial services, or any new arrangements to replace the existing “passport.” This leaves both the U.K.

The U.K.-EU Brexit deal does not provide a transition period for financial services, or any new arrangements to replace the existing “passport.” This leaves both the U.K.

and EU to address matters of access in financial services through declarations of equivalence under existing equivalence regimes contained in U.K.

and EU law and through domestic laws.

The EC has adopted an 18-month temporary equivalence decision for U.K.

CCPs, which began to apply as of January 1, 2021.

In February 2022, the European Commission extended its temporary equivalence decision for U.K.

CCPs until June 30, 2025.

ICE Clear Europe has been recognized by ESMA as a third-country CCP in accordance with EMIR and in March 2022, ESMA extended ICE Clear Europe's temporary recognition and tiering decision to June 2025.

launched HM Treasury's Wholesale Markets Review to improve the competitiveness of the U.K.

financial services sector and in March 2022 published its consultation response and its proposals will be implemented through a combination of legislation and regulatory developments.

The U.K.'s Financial Services and Markets Bill 2022-23 proposes changes to the U.K.'s financial services sector and incorporates recommendations from the Wholesale Markets Review.

In parallel, the FCA has been tasked with implementing new proposals.

Several of the proposals introduced by the Wholesale Markets Review seek to address developments in the U.K.

economy since MiFID II was implemented.

financial services sector and in March 2022 published its consultation response.

In June 2023, the FSMA 2023 was enacted and makes significant changes to U.K.

financial services regulation and incorporates considerations of the Wholesale Markets Review.

The FSMA 2023 expands the U.K.’s existing resolution regime for CCPs and enables the BOE to take full control of a CCP when necessary without relying on its existing powers, and permits the BOE to use a number of tools without reliance on the CCP’s rulebook.

In December 2023, the FCA published a consultation proposing to revise the U.K.

commodity derivatives framework.

The FSMA 2023 reformed the U.K.’s commodity derivatives regulatory regime including revoking the MIFID II position limit requirements and transferring the powers to set position limits and controls from the FCA to the operator of trading venues.

The FCA proposal requires U.K.

trading venues to set position limits for critical and related contracts, to establish accountability thresholds and to report enhanced position data.

In December 2022, the European Commission published new legislative proposals on clearing services amending EMIR and provisions in the framework.

The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs.

The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs through adding an operational account requirement, which could require EU-based firms to clear a proportion of their derivatives business at an EU CCP.

These proposals and those mentioned above could impact our business.

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and EU trade and cooperation agreement not providing free trade arrangements for financial services, any equivalence determinations or any further transition period for financial services could include restrictions on access to our services by persons located in the EU or make access more expensive, which could adversely affect our operations and profitability or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions.

The consequences of Brexit and the terms of the trade and cooperation agreement could also cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving certain of our businesses and our employees to other jurisdictions.

of our businesses and our employees to other jurisdictions.

See Item 1 “- Business - Regulation” above for additional information regarding Brexit, including risks to our business associated with Brexit.

Risks relating to the administration of benchmarks and indices, including LIBOR, and the potential for changes to, cessations of, and the replacement of, or transition from, benchmarks and indices, including LIBOR, may result in legal risks and could adversely affect our business.

Risks relating to the administration of benchmarks and indices, and changes to, cessations of, and the replacement of, or transition from, benchmarks and indices may result in legal risks and could adversely affect our business.

Certain of our subsidiaries produce and license multiple benchmarks and indices across asset classes, which are used globally and are referenced in certain of our trading and clearing products.

To ensure continued trading and clearing in these benchmark-related products, and the continued licensing and use of these benchmarks and indices, our subsidiaries must be able to demonstrate that these benchmarks and indices are determined with integrity and are not readily subject to manipulation, and must also continue to evolve these benchmarks and indices as necessary to maintain their reliability and relevance and continue to administer these benchmarks and indices in compliance with applicable laws and regulations.

As an example, our subsidiary, IBA, is the administrator of various global benchmarks, including LIBOR.

Any failures, negative publicity or lawsuits related to our subsidiaries' administration of benchmarks and indices, including LIBOR, could result in a loss of confidence in the administration of these benchmarks and indices and could harm our business and our reputation.

Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices, including LIBOR, or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks, risks to our reputation, and have an adverse impact on our business, financial condition and operating results.

Any failures, negative publicity or lawsuits related to our subsidiaries' administration of benchmarks and indices could result in a loss of confidence in the administration of these benchmarks and indices and could harm our business and our reputation.

Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks, risks to our reputation, and have an adverse impact on our business, financial condition and operating results.

Our subsidiary, IBA, is the administrator of LIBOR and various other global benchmarks.

In July 2017, the FCA stated its intention that it would no longer be necessary to sustain LIBOR through its influence or legal powers beyond 2021.

As a result, regulators in multiple jurisdictions have encouraged market participants to transition from using LIBOR to alternative reference rates.

The publication of most LIBOR settings ceased after December 31, 2021 and certain others are scheduled to cease after June 30, 2023.

Additionally, the FCA is requiring IBA to publish certain LIBOR settings under a changed "synthetic" methodology, with certain settings ceased December 31, 2022 and certain others scheduled to cease after March 31, 2023 and March 31, 2024.

In November 2022, the FCA issued a consultation on a proposal to require continued publication of certain LIBOR settings under the synthetic methodology until September 30, 2024.

Any settings published under a “synthetic” methodology are not representative of the underlying market or economic reality the setting is intended to measure as those terms are used in the U.K.

Any failures, negative publicity or lawsuits related to our subsidiaries' administration of "synthetic" LIBOR, could result in a loss of confidence in the administration of these benchmarks and indices and could harm our business and our reputation.

As a result, regulators in multiple jurisdictions encouraged market participants to transition from using LIBOR to alternative reference rates.

The publication of most LIBOR settings ceased after December 31, 2021 with certain others ceasing after June 30, 2023.

The FCA required IBA to continue to publish certain LIBOR settings under a changed "synthetic" methodology for a temporary period and intends that all remaining “synthetic” settings will cease, with the remaining GBP setting ceasing after publication on March 28, 2024, and the remaining USD settings ceasing after publication on September 30, 2024.

Any LIBOR settings published under a “synthetic” methodology are not representative of the underlying market or economic reality the setting was intended to measure as those terms are used in the U.K.

Any failures, negative publicity or lawsuits related to our IBA’s administration of LIBOR, could result in a loss of confidence in our subsidiaries’ administration of benchmarks and indices and could harm our business and our reputation.

See Item 1 “- Business - Regulation” above for additional information regarding the LIBOR transition, including risks to our business associated with the LIBOR transition.

Under the U.K.

BMR, the use of continuing LIBOR settings by U.K.-supervised entities in certain regulated contracts and instruments may be restricted or prohibited.

The use of continuing LIBOR settings in jurisdictions outside the U.K.

BMR, the use of “synthetic” LIBOR settings by U.K.-supervised entities in certain regulated contracts and instruments is either prohibited or subject to FCA permission.

The use of “synthetic” LIBOR settings in jurisdictions outside the U.K.

and by entities subject to the oversight of other regulatory authorities may also be restricted or prohibited by law in those jurisdictions and by the requirements of such regulatory authorities.

We continue to monitor industry and regulatory developments in relation to the LIBOR transition and cessation and the resulting impacts on our business and on the markets that use the benchmark today.

In addition, certain regulators, including the SEC and FCA, have issued consultations to gather feedback on index provider businesses.

The results of these consultations may lead to a regulatory response that could affect our business.

We continue to monitor industry and regulatory developments in relation to the LIBOR transition and cessation and the resulting impacts on our business and on the markets using interest rate benchmarks today.

In addition, certain authorities, including those in the U.S., the U.K.

and the EU, have issued consultations to gather feedback on index provider businesses or are undertaking reviews of current regulations.

The results of these consultations or reviews may lead to a regulatory response that could affect our business.

Additional regulation on index providers in the U.S., U.K., or other jurisdictions, could have a negative impact on our revenues.

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Any such claim, even if the outcome were ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources.

Such claims and lawsuits could have a material adverse effect on our business, financial condition and operating results and a negative impact on our reputation.

Such claims and

lawsuits could have a material adverse effect on our business, financial condition and operating results and a negative impact on our reputation.

In addition, we license and redistribute data and content from various third-party sources and the terms of these licenses change frequently.

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We are subject to significant litigation and liability risks.

Many aspects of our business, and the businesses of our participants, involve substantial risks of liability.

Many aspects of our business, and the businesses of our market participants and data and mortgage technology customers, involve substantial risks of liability.

These risks include, among others, potential liability from disputes over terms of a trade and the claim that a system failure or delay caused monetary loss to a participant or that an unauthorized trade occurred.

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OPERATIONAL AND LIQUIDITY

Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our participants unable or reluctant to use our electronic platforms.

Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and services.

The secure transmission of confidential information and the ability to reliably transact on our electronic platforms and provide financial data services are critical elements of our operations.

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If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, delete or modify our confidential information or that of a third party.

Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, result in litigation, regulatory action and potential liability for us, damage our brand and reputation or otherwise harm our business.

Our networks and those of our participants, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or

encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.

reputation or otherwise harm our business.

Our networks and those of our customers, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.

The financial services industry has been targeted for purposes of political protest, activism and financial gain and our role in the global marketplace places us at greater risk than other public companies for cyberattack and other information security threats.

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There also may be system or network disruptions if new or upgraded systems are defective or not tested and installed properly.

Although we have not been subject to cyberattacks or other cyber incidents that have had a material impact on our operations or financial condition, we have from time to time experienced cybersecurity events including distributed denial of service, or DDoS, attacks, malware infections, phishing, web attacks and other information technology incidents that are typical for a financial services company of our size.

Although we have not been subject to cyberattacks or other cyber incidents that have had a material impact on our operations or financial condition, we have from time to time experienced cybersecurity events including distributed denial of service, or DDoS, attacks, malware infections, phishing, web attacks, zero day and/or emerging vulnerabilities with known exploits and other information technology incidents that are typical for a financial services company of our size.

For example, we experienced DDoS attempts, brand misuse, and phishing attempts directed toward employee systems and personal email accounts during 2023.

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While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, which may compound damages before the incident is discovered or remediated.

Additionally, as threats continue to evolve and increase, and as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities, which could adversely impact our net income.

Additionally, as threats continue to evolve and increase, and as the regulatory environment and regulations related to information security, disclosure of cyber attacks, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify, remediate and disclose any security vulnerabilities, which could adversely impact our net income.

Further, cybersecurity threats to, and incidents involving, vendors and other third parties who support our activities - particularly those with less-sophisticated defenses - could impact us.

For example, although we did not experience any material impacts from the Log4j security vulnerability that was widely publicized in December 2021, and exploited in various forms in 2022, we cannot assure you that we will not experience future events that may be material.

For example, although we did not experience any material impacts from the MOVEit security vulnerability that was widely publicized in May 2023, and exploited in various forms, we cannot assure you that we will not experience future events that may be material.

Our business has in the past been, and may in the future be, harmed by computer and communication systems failures and delays.

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• distribution of inaccurate or untimely market data;

• disruption to ICE Mortgage Technology and loan origination systems;

• disruption to ICE Mortgage Technology and our loan origination and servicing systems;

• financial loss to us or those who depend on our systems and data.

We have experienced system failures in the past due to telecommunication failures and hardware and software malfunctions and defects, and could experience future system failures due to power or telecommunications failures, human error on our part or on the part of our vendors or participants, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, cyberattacks, intentional acts of vandalism or terrorism and similar

For example, on January 24, 2023, due to a system issue resulting from a manual error in configuring relevant systems at the start of the trading day, the NYSE did not conduct opening auctions in a subset of listed securities.

Some of the resulting trades were later reversed under NYSE rules, and NYSE members otherwise impacted by the event have submitted claims for losses for which the NYSE may consider appropriate compensation under its rules.

Some of the resulting trades were later reversed under NYSE rules, and NYSE members otherwise impacted by the event submitted claims for losses for which the NYSE provided appropriate compensation under its rules.

NYSE may also be potentially subject to additional claims from the SEC or unknown third parties as a result of this event.

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In addition, our data suppliers could enter into exclusive contracts with our competitors without our knowledge.

The general trend toward industry consolidation may increase the risk that these services may not be available to us in the future.

The general trend toward industry consolidation increases the risk that these services may not be available to us in the future.

If these companies were to experience difficulties, discontinue providing services to us for any reason or be unable to or fail to provide the type of service agreed to for any reason, we would likely experience significant disruption to our business and may be subject to litigation by our clients, increased regulatory scrutiny or regulatory fines or damage to our reputation.

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Our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.

As a result of these audits, we may incur additional expenses.

As a result of these audits, we have incurred and may in the future incur additional expenses.

Many of our clients also rely on third parties to provide them with systems necessary to access our trading platform.

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Our future performance depends, in large part, on the continued services of our senior management and other key personnel, including our ability to attract, retain and motivate key personnel.

Competition for key personnel in the various localities and business segments in which we operate is intense.

Competition for key personnel in the various

localities and business segments in which we operate is intense.

Our ability to attract and retain key personnel, in particular senior management, will be dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.

Current economic, market, social, and

political conditions and the re-opening of the global economy have increased talent risk, which has led to higher employee attrition and made recruitment for certain positions more difficult, and could lead to a loss of top performers and make it more difficult to fill key positions.

Current economic, market, social, and political conditions and demand for hybrid working options have increased talent risk, which has led to higher employee attrition and made recruitment for certain positions more difficult, and could lead to a loss of top performers and make it more difficult to fill key positions.

For example, our in-office requirements, as well as the location of our offices, and our remote working arrangements may not meet the needs or expectations of our employees, including senior management or other key employees, or may not be viewed as competitive, which could negatively impact our ability to attract and retain highly skilled employees.

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We currently have a substantial amount of outstanding indebtedness which could adversely affect our financial condition and operations and restrict our activities or our ability to satisfy our debt service obligations.

As of December 31, 2022, we had $18.1 billion of outstanding debt.

As of December 31, 2023, we had $22.6 billion of outstanding debt, inclusive of approximately $5 billion of senior notes and approximately $3.6 billion of commercial paper and term loans that we incurred in connection with the Black Knight acquisition to finance a portion of the cash consideration in the merger and related transactions and inclusive of the approximately $1 billion of Black Knight’s outstanding senior notes that we assumed upon closing of the Black Knight acquisition.

This level of indebtedness could have important consequences to our business, including making it more difficult to satisfy our debt service obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, placing us at a competitive disadvantage compared to our peers and restricting us from pursuing certain business opportunities.

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A significant downgrade of our credit ratings in the future could impact customers’ willingness to use our clearing houses, make parties less willing to do business with us, and could negatively impact our ability to access the capital markets and increase the cost of our commercial paper and any future debt funding we may obtain.

We face intense competition;

failure to keep up with rapid changes in technology and client preferences could negatively impact our competitive position.

REPUTATIONAL HARM

We face intense competition, and if we fail to keep up with rapid changes in technology and client preferences, it could negatively impact our competitive position.

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

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

• market data and information vendors;

• providers of digital solutions, including providers of mortgage origination, compliance, pricing and documentation services;

• market data and information vendors, and financial firm consortia and single financial institutions selling such data and information;

• providers of digital solutions for the U.S.

residential mortgage industry, including technology providers for loan origination, closing solutions, and other ancillary solutions, and loan servicing;

• interdealer brokers active in the global credit derivatives markets;

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• other clearing houses;

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

• consortia of our customers, members or market participants that may work together to achieve more favorable terms or pool their trading activity to establish new exchanges, trading platforms or clearing facilities.

Trends towards the globalization of capital markets have resulted in greater mobility of capital, greater international participation in markets and increased competition among markets in different geographical areas.

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Some of our competitors may have greater capital and resources, offer a wide range of products and services or operate under less stringent regulatory regimes than we do.

In the mortgage technology sector, we compete against other technology providers as well as companies that offer “point of sale” or web-based online loan applications services.

In the mortgage technology sector, we compete against other technology providers for loan origination, closing solutions, and loan servicing, as well as the many ancillary products and services we offer to the U.S.

residential mortgage industry.

We also compete with traditional methods of exchanging data and documents among mortgage industry participants, such as email, facsimile, phone, courier, and mail.

Mortgage originators may also manually upload loan data or enter information into each investor’s, lender’s, or service provider’s website in lieu of using our solutions.

There is vigorous competition among providers of mortgage technology services, and we may be unsuccessful in differentiating our services to the extent necessary to effectively compete and may not succeed in convincing potential customers using other services or methods to switch to ours.

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The financial services industry is characterized by rapid technological change, change in use patterns, change in client preferences, frequent product and service introductions, the emergence of new industry standards and practices and increased consolidation through mergers and acquisitions activity that results in new competitors or expanded product offerings by current competitors.

These changes could render our existing proprietary technology uncompetitive or obsolete.

For example, financial institutions are investing significantly in new technologies involving artificial intelligence and machine learning to deliver solutions at lower prices, more efficiently or more conveniently.

The development and use of these types of new technologies and other industry changes could render our existing proprietary technology uncompetitive or obsolete.

We cannot assure you that we will successfully implement new technologies or adapt our proprietary technology to our clients’ requirements or emerging industry standards in a timely and cost-effective manner.

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Damage to our reputation could damage our business.

Our business is highly competitive and our customers typically have options on where to conduct their business.

Our business is highly competitive and our customers have options on where to conduct their business.

Our management team and business operations benefit from being highly regarded in our industry.

Maintaining our reputation is critical to attracting and retaining customers and investors and for maintaining our relationships with our regulators.

Negative publicity regarding our company or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.

Negative publicity regarding our company, especially given the speed with which false information can be spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.

INTELLECTUAL PROPERTY

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Our business is dependent on proprietary technology and other intellectual property that we own or license from third parties, including trademarks, service marks, trade names, trade secrets, copyrights and patents.

We cannot assure you that the steps that we have taken or will take in the future will prevent misappropriation of our proprietary technology or intellectual property.

Additionally, we may be unable to detect the misappropriation or unauthorized use of our proprietary technology and intellectual property.

Our failure to adequately protect our proprietary technology and intellectual property could harm our reputation and affect our ability to compete effectively.

We cannot assure you that the steps that we have taken or will take in the future will prevent misappropriation of our intellectual property.

Additionally, we may be unable to detect the misappropriation or unauthorized use of our confidential information and intellectual property.

Our failure to adequately protect our intellectual property could harm our reputation and affect our ability to compete effectively.

Further, we have resorted to litigation to enforce our intellectual property rights in the past, and may need to do so in the future, which requires significant financial and managerial resources.

In addition, our competitors, as well as other companies and individuals, have obtained, and may obtain in the future, patent and intellectual property rights related to the types of products and services we offer or plan to offer.

We cannot assure you that we are or will be aware of all patents and intellectual property rights that may pose a risk of infringement by our products and services.

In addition, our competitors, as well as other companies and individuals, have obtained, and may obtain in the future, intellectual property rights, including patents, related to the types of products and services we offer or plan to offer.

We cannot assure you that we are or will be aware of all intellectual property rights that may pose a risk of infringement by our products and services.

As a result, we have in the past faced and may in the future face allegations that we have infringed the intellectual property rights of third parties which may be costly for us to defend against.

If one or more of our products or services is found to infringe patents and intellectual property rights held by others, we may be subject to lawsuits or required to stop developing or marketing the products or services, obtain licenses to develop and market the products or services from the owners of the intellectual property or redesign the products or services in such a way as to avoid infringing the third-party intellectual property.

If one or more of our products or services is found to infringe intellectual property rights held by others, we may be subject to lawsuits or required to stop developing or marketing the products or services, obtain licenses to develop and market the products or services from the owners of the intellectual property or redesign the products or services in such a way as to avoid infringing the third-party intellectual property.

We also have in the past, and could in the future, be required to pay damages if we are found to infringe intellectual property rights held by others, which could materially adversely affect our business, financial condition and operating results.

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If we were unable to obtain such licenses, we may not be able to redesign our products or services at a reasonable cost to avoid infringement, which could materially adversely affect our business, financial condition and operating results.

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

We are a legal entity separate and distinct from our operating subsidiaries.

There are statutory and regulatory limitations on the payment of dividends by certain of our subsidiaries to us.

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

We have completed many acquisitions and plan to continue to pursue acquisitions and joint ventures, including our pending acquisition of Black Knight.

The success of our acquisitions will depend, in part, on our ability to integrate these businesses and realize anticipated cost savings, revenue synergies and growth opportunities.

We generally set

aggressive timelines for realizing savings, which assumes we successfully undertake a variety of actions (including, but not limited to, integrating technology, eliminating redundancies and effecting organizational restructurings) that are themselves subject to a variety of risks and may be subject to regulatory approvals that we do not control.

We may also not realize anticipated growth opportunities and other benefits from strategic investments or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including decline in value of the other company, regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business.

Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all.

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

Our organizational documents contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, ICE.

These provisions make a change of control less likely, which may be contrary to the desires of certain of our stockholders.

Many of these provisions are required by relevant regulators in connection with our ownership and operation of U.S.

and European equity exchanges.

RISKS RELATING TO THE BLACK KNIGHT ACQUISITION

The merger will not be completed unless important conditions are satisfied or waived, including regulatory approvals.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act.

If the conditions are not satisfied or, to the extent permitted by law, waived, the merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the merger.

If the merger is not completed, our ongoing businesses, financial condition, financial results and stock price may be materially and adversely affected and, without realizing any of the benefits of having completed the merger, we will be subject to a number of risks, including (i) the market price of our common stock could decline to the extent the current market price reflects an assumption that the merger will be completed;

(ii) we could owe a termination fee of $725 million to Black Knight under certain circumstances;

and (iii) we will be required to pay costs relating to the merger, such as legal, accounting, financial advisory, financing (including the redemption by us of $5 billion of bonds at 101% of par value if the merger is not completed, as described below) and printing fees.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, that could have an adverse effect on ICE following the merger or that are otherwise unacceptable to ICE.

Completion of the merger is conditioned on, among other things, the expiration or early termination of the waiting period applicable to the consummation of the merger under the HSR Act.

There can be no assurance that this condition will be satisfied on a timely basis or at all, or that, if regulatory approvals are granted, they will not result in the imposition of conditions, limitations, obligations or restrictions that have the effect of preventing the completion of the merger, imposing additional material costs on or materially limiting our revenues following the merger or otherwise reducing the anticipated benefits of the merger, or result in the delay or abandonment of the merger.

Under the merger agreement, we are not obligated to agree to any structural or behavioral remedy that any government entity may seek to impose.

Also, subject to limited exceptions, either ICE or Black Knight may terminate the merger agreement, if the merger has not been consummated on or before 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 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.

If the closing extends beyond November 4, 2023 due to a delay in securing clearance under the HSR Act and neither party terminates the merger agreement, ICE would be subject to a special mandatory redemption feature pursuant to which ICE will be required to redeem all of the outstanding $5 billion of notes at a redemption price equal to 101% of the aggregate principal amount of the notes.

ICE would then need to secure new financing to close the transaction.

There can be no assurance that the new financing could be secured and if it is secured, the terms, including the interest rate, of the new financing may be less favorable to ICE when compared to the existing financing terms for the $5 billion of outstanding notes.

In addition, at any time before or after the completion of the merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S.

antitrust authorities or any state attorney general could take such action under the antitrust laws as any such party deems necessary or desirable in the public interest.

Such action could include, among other things, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties.

In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging, seeking to enjoin, or seeking to impose conditions on the merger.

Although we are not obligated under the merger agreement to litigate to defeat such efforts to enjoin the merger under U.S.

antitrust laws, we and Black Knight, at our option, may engage in litigation to obtain the clearances, consents, approvals and waivers under U.S.

antitrust laws so as to enable the parties to close the merger.

We may not prevail and may incur significant costs in defending or settling any such action.

We may be unable to successfully integrate Black Knight’s business and realize the anticipated benefits of the merger, and we will incur significant costs in connection with the merger and the integration of Black Knight.

The success of the merger will depend on, among other things, our ability to successfully integrate the business of Black Knight into the ICE Mortgage Technology business in a manner that facilitates growth opportunities, realizes anticipated synergies, and achieves the projected cost savings, revenue growth and profitability targets of the combined businesses without adversely affecting current revenues and investments in future growth.

There is a significant degree of difficulty and management distraction inherent in the process of integrating an acquisition, which may involve delays or additional and unforeseen expenses.

The integration and other disruptions from the merger may also disrupt our ongoing businesses.

If we are not able to successfully achieve our objectives from the merger within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, may take longer to realize than expected, and our business or stock price may be adversely affected.

In connection with the merger and the integration of Black Knight’s business, we have incurred and expect to continue to incur significant costs.

We may also incur additional costs or suffer loss of business under third-party contracts of Black Knight that are terminated or that contain change in control or other provisions that may be triggered by the completion of the merger, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees.

These incremental transaction-related costs may exceed the savings and efficiencies we expect to achieve from the integration of the businesses.

As a result of the merger, we will be subject to risks relating to the business conducted by Black Knight.

Following the consummation of the merger, we will be subject to a variety of risks relating to the business conducted by Black Knight, many of which we, and more specifically, ICE Mortgage Technology, already face in our business, as

described above.

Some of the specific risks facing Black Knight include risks relating to the mortgage lending industry, including general conditions in the industry;

changes in inflation rates and interest rates;

changes in current or new regulations and legislation and potential structural changes in the mortgage lending industry;

technology risks, including cyber security and data privacy risks relating to Black Knight’s services;

risks relating to intellectual property held or used by Black Knight;

risks relating to Black Knight’s use of international third-party service providers and Black Knight’s international operations;

risks relating to Black Knight’s indebtedness;

risks relating to Black Knight’s investment in Dun & Bradstreet Holdings, Inc.;

and risks relating to current and future legal proceedings or disputes involving Black Knight.

In connection with any such legal proceeding or other dispute, we could incur significant expenses.

In addition, Black Knight is and will continue to be subject to business uncertainties and contractual restrictions while the merger is pending.

The occurrence of any of such risks could have a material adverse impact on the financial condition, business or results of operations of Black Knight, which could impair or eliminate our ability to achieve the expected cost savings and synergies from the merger on a timely basis, if ever, or could impair our ability to achieve such cost savings and synergies without adversely affecting our current revenues or investments in future growth.

Additionally, such risks could impair our ability to integrate the business of Black Knight with our businesses in an efficient and timely manner, if at all.

After the completion of the merger, we will be more leveraged than we currently are, and the financing arrangements that we will enter into will contain restrictions and limitations that could, under certain circumstances, have a material adverse effect on our business and operations.

In connection with the merger, we have incurred approximately $5 billion of additional indebtedness in the form of senior notes and, assuming that the closing of the merger occurs in the first half of 2023, we intend to incur approximately $4 billion to $5 billion in additional indebtedness consisting of commercial paper and term loans, in order to finance a portion of the cash consideration in the merger and related transactions including, without limitation, the refinancing of certain existing indebtedness of Black Knight, and we will assume approximately $1 billion of Black Knight’s outstanding senior notes.

After the completion of the merger, we expect to have consolidated indebtedness of approximately $24 billion.

Our increased indebtedness after the completion of the merger may have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, requiring us to use increased amounts of cash flow to service indebtedness and increasing our borrowing costs.

In addition, our credit ratings impact the cost and availability of future borrowings, and, as a result, our cost of capital.

Each of the ratings organizations reviews our ratings periodically, and there can be no assurance that our current ratings will be maintained in the future.

Downgrades in our credit ratings could adversely affect our businesses, cash flows, financial condition and operating results.

Furthermore, if the merger is completed and Black Knight’s senior notes are downgraded and rated below investment grade by two out of three of Moody’s, S&P and Fitch within 60 days following the change of control or the announcement thereof, this may constitute a change of control triggering event under the indenture governing those notes.

Upon the occurrence of a change of control triggering event, Black Knight (or we on its behalf) would be required to offer to repurchase those notes at 101% of the principal amount thereof plus accrued and unpaid interest.

However, it is possible that Black Knight or we would not have sufficient funds at the time of the change of control triggering event to make the required repurchase of notes or that restrictions in other debt instruments would not allow such repurchase.

We also expect that the agreements governing the indebtedness that we will incur will contain covenants that may, under certain circumstances, place limitations on certain actions that we could seek to undertake, which could have a material adverse effect on our business and operations.

UNRESOLVED STAFF COMMENTS

CYBERSECURITY

For the cybersecurity information required by Item 106 of Regulation S-K, refer to the section in Item 1 "- Business -Cybersecurity."

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 1. Business