What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-08 compared with 2023-02-02 · 654 added, 577 removed, 2065 unchanged (37% of the section changed)

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Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, 2023.

Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Black Knight, Inc., or Black Knight, which is included in our 2023 consolidated financial statements and constituted $14.6 billion and $13.2 billion of our total and net assets, respectively, as of December 31, 2023, and $363 million and ($214 million) of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

Our independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit Committee, subject to ratification by our stockholders.

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and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Black Knight, Inc.

(Black Knight), which is included in the 2023 consolidated financial statements of the Company and constituted $14.6 billion and $13.2 billion of total and net assets, respectively as of December 31, 2023 and $363 million and ($214 million) of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Black Knight.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 8, 2024 expressed an unqualified opinion thereon.

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/s/ Ernst & Young LLP

Atlanta, Georgia

New York, New York

February 8, 2024

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

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

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

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

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

Accounting for Business Combinations

Description of the Matter As discussed in Note 3 to the consolidated financial statements, during 2023, the Company completed its acquisition of Black Knight, Inc.

(Black Knight) for aggregate consideration of $11.8 billion.

This transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of Black Knight was complex due to the significant estimation in the Company’s determination of fair value of identified intangible assets of $4.9 billion, which principally consisted of customer relationships, trademark/tradenames, developed technology, data and databases and in-process research and

development (collectively referred to as the identified intangibles).

The significant estimation was primarily due to sensitivity of the fair value to underlying assumptions about future performance of the acquired business in the Company’s discounted cash flow models used to measure the identified intangibles.

The most significant of these assumptions included the revenue and margin growth rates that form the basis of the forecasted results and the discount rate.

How We Addressed the

Matter in Our Audit 0000 We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls that address the risk of material misstatement relating to the Company's accounting for the acquisition, including the estimated fair value of identified intangible assets.

For example, we tested controls over management’s review of significant assumptions used in its respective valuation models of the identified intangibles.

To test the estimated fair value of the identified intangibles, we performed audit procedures that included, among others, evaluating the valuation methodology and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the estimated fair value.

We involved our valuation specialists to assist with our assessment of the appropriateness of the valuation methodology applied by the Company and significant assumptions included in the fair value estimate, including testing the revenue and margin growth rates that form the basis of the forecasted results and the discount rate.

For example, we compared these significant assumptions to current industry, market and economic trends, assumptions used to value similar assets in other acquisitions, historical results of the acquired business, and the Company’s budgets and forecasts.

In addition, we performed sensitivity analysis over those assumptions.

We also evaluated the adequacy of the Company’s disclosures included in Note 3 in relation to these acquisition matters.

Accounting for Income Taxes

Description of the Matter 0 As discussed in Note 13 to the consolidated financial statements, the Company operates in the United States and multiple international tax jurisdictions and is therefore subject to various tax treaty arrangements and where applicable, transfer pricing guidelines for intercompany transactions.

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

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

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

Further, the identification and measurement of unrecognized tax benefits requires significant management judgment and estimation.

Each tax position may involve unique facts and circumstances to be evaluated, and there may be uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity.

Description of the Matter As discussed in Note 13 to the consolidated financial statements, the Company operates globally and files income tax returns in the U.S.

and in various state, local and foreign jurisdictions.

Uncertainty in a tax position may arise because tax laws and rulings are subject to interpretation in each jurisdiction.

The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.

As of December 31, 2023, the total amount of unrecognized tax benefits was $268 million, of which $228 million, if recognized, would impact the Company's effective tax rate.

Auditing management's analysis of the Company's uncertain tax positions and the related unrecognized tax benefits was challenging as the analysis involved significant judgment due to the complex interpretations and application of tax laws and rulings.

How We Addressed the

Matter in Our Audit We tested the Company’s controls that address the risks of material misstatement relating to the Company’s consolidated income tax expense.

For example, we tested controls over management’s calculation of the federal, state and foreign components of income tax expense including management’s controls over the identification and ongoing review of its unrecognized tax benefits.

To test consolidated income tax expense, we performed audit procedures that included, among others, recalculation of consolidated income tax expense and agreeing the data used in the calculations to the Company’s underlying books and records.

We involved our tax professionals to evaluate the application of tax law to management’s calculation methodologies and tax positions.

We also evaluated assumptions the Company used to develop its tax positions and related unrecognized tax benefit amounts by jurisdiction.

For example, we compared the estimated liabilities for unrecognized tax benefits to similar positions in prior periods and assessed management’s consideration of current tax controversy and litigation and trends in similar positions challenged by tax authorities.

Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls related to management's accounting for uncertain tax positions.

For example, we tested controls relating to the completeness of management’s identification of uncertain tax positions and the application of the recognition and measurement principles, including management's review of the inputs and calculations of unrecognized tax benefits.

Our audit procedures included, among others, testing management's assessment of which uncertain tax positions are more likely than not to be sustained and the measurement of the amount of tax benefit that is more likely than not to be realized.

To test management's assessment, we performed procedures that included, among others, evaluating management's analysis by jurisdiction, including any communications with taxing authorities, tax controversy and litigation trends, and the technical merits of the uncertain tax positions.

We involved our tax professionals with specialized skill and knowledge to evaluate the recognition of the uncertain tax positions and the measurement of the unrecognized tax benefit based on the relevant tax laws, rulings and guidance issued by taxing authorities, as

well as their experience with the taxing authorities.

We also evaluated the adequacy of the Company’s disclosures included in Note 13 in relation to these tax matters.

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We have served as the Company’s auditor since 2002.

Atlanta, Georgia

New York, New York

February 8, 2024

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Short-term restricted cash and cash equivalents

Restricted short-term investments 680 —

Cash and cash equivalent margin deposits and guaranty funds 78,980 141,990

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Balance, as of December 31, 2020 629 $ 6 ( 68 ) $ ( 5,200 ) $ 13,845 $ 11,039 $ ( 192 ) $ 36 $ 19,534 $ 93

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

Other comprehensive income

— — — — — — 51 — 51 —

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

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

Exercise of common stock options

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— — — — 42 — — — 42 —

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

Issuance of restricted stock

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— — — — — ( 747 ) — — ( 747 ) —

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

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

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

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

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— — — — — ( 853 ) — — ( 853 ) —

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

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

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

— — — — — 1,498 — — 1,498 —

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Other comprehensive loss — — — — — — 37 — 37 —

Stock consideration issued for acquisition 11 1,274 1,274

Exercise of common stock options

1 — — — 30 — — — 30 —

Repurchases of common stock

— — ( 4 ) ( 632 ) — — — — ( 632 ) —

Payments relating to treasury shares

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1 — — — 43 — — — 43 —

Contribution from equity partners — — — — — — — 9 9 —

Issuance of restricted stock

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( 329 ) ( 593 ) 537

Fair value loss on promissory note 160 — —

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

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

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

(Gains)/losses on sale of investments 4 ( 41 ) ( 1,261 )

Net losses from and impairment of unconsolidated investees 122 1,340 42

Changes in assets and liabilities:

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Deferred revenue

( 16 ) ( 27 ) 34

Other current and non-current liabilities

( 116 ) 160 134

Total adjustments

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Proceeds from the sales of equity investments 187 741 1,237

Proceeds from other investments, net 2 1 4

Purchases of restricted investments ( 1,312 ) — —

Proceeds from restricted investments 641 — —

Proceeds from/(purchases of) other investments, net ( 4 ) 2 1

Purchases of invested margin deposits ( 1,588 ) ( 6,935 ) ( 5,050 )

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( 955 ) ( 853 ) ( 747 )

Change in cash and cash equivalent margin deposits and guaranty funds ( 4,493 ) 65,697 19,256

Change in cash and cash equivalent margin deposits and guaranty funds liability ( 65,396 ) ( 4,493 ) 65,697

Payments relating to treasury shares received for restricted stock tax payments and stock option exercises

( 78 ) ( 73 ) ( 70 )

Net cash provided by/(used in) financing activities ( 1,841 ) 62,026 26,000

Net cash (used in)/provided by financing activities ( 64,345 ) ( 1,841 ) 62,026

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds 7 ( 23 ) ( 6 )

Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds 2,367 64,357 18,528

Net (decrease)/increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds ( 69,593 ) 2,367 64,357

Cash, cash equivalents, restricted cash and cash equivalents and cash and cash equivalent margin deposits and guaranty funds at beginning of year 150,343 147,976 83,619

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Supplemental cash flow disclosures:

Common stock issued for acquisition $ — $ — $ 1,895

Cash paid for income taxes $ 909 $ 882 $ 1,057

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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.

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

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

Our business is conducted through three reportable business segments:

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

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 swap, 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 swap, 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.

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

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Comprehensive Income

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

Other comprehensive income includes foreign currency translation adjustments, our proportionate share of our equity method investments' other comprehensive income, and amortization of the difference in the projected benefit obligation and the accumulated benefit obligation associated with benefit plan liabilities, each of which is net of tax.

Segment and Geographic Information

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

December 31, 2022 As of

December 31, 2021 As of December 31, 2020

December 31, 2023

December 31, 2022

As of December 31, 2021

Cash and cash equivalents $ 899 $ 1,799 $ 607

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Total $ 80,750 $ 150,343 $ 147,976

We have made various investments in the equity securities of other companies.

We have made various investments in debt securities and equity securities of other companies.

We also invest in mutual funds and fixed income securities.

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Short-term and long-term investments are included in other current and other non-current assets, respectively, in the accompanying consolidated balance sheets.

Debt Securities

We periodically purchase debt securities including U.S.

Treasury securities or other high quality sovereign debt for purposes of meeting regulatory capital requirements at certain of our clearing houses.

We classify these investments as trading securities with changes in fair value included in interest income in the consolidated statements of income.

These short term debt securities are primarily included in restricted short-term investments in the accompanying consolidated balance sheets.

Equity Investments

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

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

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

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

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

The election requires us to only adjust the fair value of such investments if and when there is an observable price change in an orderly transaction of a similar or identical investment, with any change in fair value recognized in net income.

Investments in equity

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

For those investments that we do not control and which do not have readily determinable fair market values, such as those which are not publicly-listed companies, we apply the measurement alternative.

Under the measurement alternative, these investments are recorded at cost minus impairment and adjusted to fair value if and when there is an observable price change in an orderly transaction of a similar or identical investment, with any change in fair value recognized in net income.

The carrying amount of our investments without readily determinable fair values was $ 86 million as of December 31, 2023.

Equity Method Investments

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We recognize dividends when declared as a reduction in the carrying value of our equity method investments.

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

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

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

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

We did not record any impairment charges on our equity method investments in 2023.

Property and Equipment

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

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

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

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

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Allowance for Doubtful Accounts

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

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

The allowance for doubtful accounts is maintained at a level that we believe to be sufficient to absorb probable losses over the expected life in our accounts receivable portfolio in accordance with ASC 326, Financial Instruments - Credit Losses .

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

The allowance is based on several factors, including continuous assessments of risk characteristics, specific customer events that may impact its ability to meet its financial obligations, and other reasonable and supportable economic characteristics.

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

A reconciliation of the beginning and ending amount of allowance for doubtful accounts is as follows for the years ended December 31, 2023, 2022, and 2021 (in millions):

Year Ended December 31,

2023 2022 2021

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

Bad debt expense 17 11 13

Charge-offs ( 18 ) ( 13 ) ( 16 )

Ending balance of allowance for doubtful accounts $ 21 $ 22 $ 24

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

These amounts also include the impact of foreign currency translation adjustments.

Software Development Costs

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Development costs incurred during the preliminary or maintenance project stages are expensed as incurred.

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

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

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

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

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

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If the sum of the projected cash flows is less than the carrying amount, an impairment would exist, measured based upon the difference between the carrying amount and the fair value of the assets.

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

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

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

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We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration.

We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our deferred revenue.

We do not have significant revenue recognized from performance obligations that were satisfied in prior periods.

Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price.

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Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues.

Deferred revenue is our only significant contract asset or liability.

See Note 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

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In addition, we have elected the practical expedient of excluding sales taxes from transaction prices.

We have assessed the costs incurred to obtain or fulfill a contract with a customer and determined them to be immaterial.

We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract and are expected to be recovered.

Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred.

As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less.

We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation.

These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion.

These capitalized costs are amortized on a systematic basis consistent with the transfer to the customer of the solutions or services to which the asset relates.

We consider the explicit term of the contract with the customer, expected renewals and the rate of change related to our solutions in determining the amortization period.

Activity Assessment Fees and Section 31 Fees

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As a result, Section 31 fees do not have an impact on our net income.

Interest on Margin Deposits and Fees Charged for Non-cash Margin

For purposes of safeguarding customer funds, guaranty fund and original margin deposits of clearing members and their customers are maintained in accounts with national banks and highly-rated financial institutions or secured through other vehicles.

Interest earned on these deposits is provided back to clearing members net of certain costs and administrative fees charged and retained by ICE.

The ICE Clearing Houses also charge fees for clearing members pledging non-cash margin in lieu of cash margin, and these fees are fully retained by ICE.

The safeguarding of clearing member funds is considered a core part of the clearing houses' operations, and therefore, the net interest and fees are included in total revenues within the consolidated statements of income.

Stock-Based Compensation

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

We currently have employee and non-employee director incentive plans from which we grant stock options, restricted shares, and restricted stock units with various service, performance, and/or market conditions.

We also have an Employee Stock Purchase Plan, or ESPP, to provide additional and incentive-based compensation to our employees and directors (see Note 11).

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

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The values estimated by the model are affected by the price of our stock as well as subjective variables that include assumed interest rates, our expected dividend yield, our expected share price volatility over the term of the awards and actual and projected employee stock option exercise behavior.

Under our ESPP, employees may purchase shares of our

common stock at a price equal to 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

Under our ESPP, employees may purchase shares of our common stock at a price equal to 85 % of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

We record compensation expenses related to the discount given to our participating employees.

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When engaging in reverse repurchase agreements, our clearing houses take delivery of the underlying securities in custody accounts under clearing house control.

Additionally, the securities purchased have a market value greater than the reverse repurchase amount.

Additionally, the securities purchased have a market value greater than

the reverse repurchase amount.

The typical haircut received for high quality sovereign debt is 2 % of the reverse repurchase amount.

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Our accounts receivable are stated at the billed amount.

We record our leases in accordance with ASU No.

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

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

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

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

We record our leases in accordance with ASC 842, Leases .

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

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

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

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

Certain lease agreements include options to extend, renew or terminate the lease agreement and these terms are evaluated at inception and on an ongoing basis to determine the lease term.

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

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

Our lease agreements do not contain any residual value guarantees.

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

Rent expense is

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

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

Acquisition-Related Transaction and Integration Costs

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

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

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

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

The acquisition-related transaction and integration costs incurred during 2023 and 2022 were primarily related to direct costs incurred related to our acquisition and integration of Black Knight and our integration of Ellie Mae Inc., or Ellie Mae (see Note 3).

The acquisition-related transaction and integration costs incurred during 2021 were primarily due to legal and consulting expenses related to the Bakkt transaction and direct costs related to our integration of Ellie Mae.

Fair Value of Financial Instruments

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Recently Adopted Accounting Pronouncements

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

Standard/Description Adoption Considerations Effect on Financial Statements

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

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

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

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

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

It requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities.

We adopted on January 1, 2020 on a modified retrospective basis.

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

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

Further disclosures and details on our adoption are discussed below.

ASU 2017-04, Simplifying the Test for Goodwill Impairment, removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation if the fair value of a reporting unit is less than its carrying value.

Goodwill impairment will now be measured using the difference between the carrying value and the fair value of the reporting unit, and any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

We adopted on January 1, 2020 on a prospective basis.

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

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

The fair values of our reporting units have been greater than their corresponding carrying values in recent years.

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

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

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

Customers will now apply the same criteria for capitalizing implementation costs as they would for a software license arrangement.

The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures.

We adopted on January 1, 2020 and apply the rules prospectively to eligible costs incurred on or after the effective date.

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

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

2019-12, Simplifying the Accounting for Income Taxes , eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

It clarifies that single-member limited liability companies, and other similar disregarded entities that are not subject to income tax, are not required to recognize an allocation of consolidated income tax expense in their separate financial statements.

Further, it simplifies the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.

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

We elected early adoption and adopted on January 1, 2020.

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

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

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

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

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

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

We do not currently hold available-for-sale debt securities, off-balance-sheet credit exposures, or other material financial assets impacted by the standard, besides those mentioned below.

We consider our material financial assets within scope, including our cash equivalents, short-term and long-term restricted cash equivalents as well as our clearing members' cash equivalent and reverse repurchase receivables, and determined that such assets have a de minimis risk of credit loss.

We invest our cash and clearing members' cash by placing it in highly-rated government securities, primarily U.S.

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

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

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

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

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

Year Ended December 31,

2022 2021 2020

Beginning balance of allowance for doubtful accounts $ 24 $ 27 $ 8

Impact of adoption of ASU 2016-13 — — 13

Bad debt expense 11 13 16

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

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

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

These amounts also include the impact of foreign currency translation adjustments.

We applied the recently adopted pronouncement to our evaluation of the contract assets acquired and contract liabilities assumed as part of the Black Knight acquisition.

Refer to Note 3 for more information.

Accounting Pronouncements Not Yet Adopted in These Financial Statements

Standard/Description Adoption Considerations Effect on Financial Statements

ASU 2023-07 , Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, requires enhanced disclosures primarily regarding significant segment expenses that are regularly provided to the chief operating decision maker and a description of other segment items.

The ASU also requires all annual disclosures required by Topic 280 to be included in interim periods.

This standard is effective for our 2024 fiscal year and interim periods beginning in the first quarter of 2025, with early adoption permitted.

This standard should be applied retrospectively once adopted.

We will adopt this ASU for our 2024 annual financial statements.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2023-09 , Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid.

The ASU also requires disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and disclosure of income tax expense (or benefit) from continuing operations broken out between federal, state/local and foreign.

This standard is effective for our annual periods beginning after December 15, 2024, with early adoption permitted.

The ASU applies on a prospective basis to the annual financial statements for the periods beginning after the effective date.

Retrospective application in all prior periods presented is permitted.

We do not expect to adopt this ASU early and plan to adopt the ASU for our 2025 annual financial statements.

We are currently evaluating the impact of adopting this ASU on our income taxes disclosures.

Acquisitions and Divestitures

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Company Transaction Date Primary Segment Description

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

The Bakkt platform consists of three complementary aspects:

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

Black Knight, Inc., or Black Knight Acquired on 9/5/2023 Mortgage Technology Black Knight is a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets.

See below for the Black Knight preliminary purchase price allocation and supplemental pro forma financial information.

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

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

The Bakkt platform consists of two complementary aspects:

a digital asset marketplace and loyalty redemption services.

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

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

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

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

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

Originators rely on Ellie Mae to securely manage the exchange of data across the mortgage ecosystem to enable the origination of mortgages while adhering to various local, state and federal compliance requirements.

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

During 2023, 2022 and 2021, we acquired multiple companies which were not material to our operations.

Pending Acquisition of Black Knight, Inc.

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

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

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

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

closing of the merger.

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

Black Knight, Inc.

On September 5, 2023, we acquired 100 % of Black Knight for aggregate transaction consideration of approximately $ 11.8 billion, or $ 76 per share of Black Knight common stock, with cash comprising 90 % of the value of the aggregate transaction consideration.

The aggregate cash component of the transaction consideration was $ 10.5 billion.

We issued 10.9 million shares of ICE common stock to Black Knight stockholder, which was based on the market price of our common stock and the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger.

We expect that this transaction will build on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S.

residential mortgage industry.

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

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

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

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

Ellie Mae Acquisition

On September 4, 2020, we acquired Ellie Mae for aggregate consideration of $ 11.4 billion from private equity firm Thoma Bravo.

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

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

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

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition, as determined with the assistance of a third-party valuation specialist.

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

Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets.

The purchase price allocation is as follows (in millions):

Purchase Price Allocation

On September 14, 2023, or the Divestiture Date, in connection with the merger agreement, we sold Black Knight's Optimal Blue and Empower loan origination system, or LOS, businesses, or the Divestitures, to subsidiaries of Constellation Software, Inc.

The cash proceeds from the Divestitures were $ 241 million.

The structure of the Optimal Blue transaction also included a promissory note with a face value of $ 500 million, or the Promissory Note, issued by the purchaser to Black Knight, as a subsidiary of ICE, at the closing of the transaction.

The Promissory Note has a 40 -year term with a maturity date of September 5, 2063, and a coupon interest rate of 7.0 % per year.

As discussed in more detail below, the Promissory Note was valued at $ 235 million on the Divestiture Date.

In accordance with Accounting Standards Codification, or ASC, 805, Business Combinations, or ASC 805, as well as ASC 360, Impairment and Disposal of Long-Lived Assets , we are required to measure an acquired long-lived asset or disposal group that is classified as held for sale at the acquisition date at fair value less cost to sell.

Accordingly, there was no gain or loss recognized on the Divestitures.

For the period between the acquisition date of September 5, 2023 through the Divestiture Date, the discontinued operations of Empower and Optimal Blue were immaterial and have been included in acquisition-related transaction and

integration costs in our consolidated statements of income.

Pursuant to the Agreement Containing Consent Orders entered into between the Federal Trade Commission, or the FTC, and ICE and Black Knight, the Promissory Note was required to be sold within six months of the Divestiture Date.

On February 7, 2024, the FTC approved the buyer of the Promissory Note and the proceeds of the Promissory Note sale will be paid to Black Knight in the near future.

We have elected the fair value option for the right to receive the net proceeds of the sale of the Promissory Note, which was valued at $ 235 million based on Level 3 inputs on the Divestiture Date (Note 18).

As we elected the fair value option for the Promissory Note, we are required to mark the asset to fair value each reporting period.

For subsequent measurement as of December 31, 2023, we wrote down the value of the Promissory Note, resulting in a fair value loss of $ 160 million (Note 18).

The estimated net fair value of the consideration transferred for Black Knight was approximately $ 11.4 billion as of the acquisition date, which consisted of the following (in millions):

Transaction Consideration

Cash $ 10,542

ICE common stock* 1,274

Converted vested Black Knight awards 22

Total preliminary purchase price

Divestitures $ ( 476 )

Total net preliminary purchase price $ 11,362

* Fair value of the ICE common stock is based on the ICE closing stock price on September 1, 2023.

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the preliminary respective estimated fair values on the date of acquisition.

The excess of purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill, of which $ 186 million is expected to be deductible for tax purposes.

Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets and is assigned to our Mortgage Technology business segment.

The preliminary purchase price allocation is as follows (in millions):

Net Preliminary Purchase Price Allocation

Cash and cash equivalents

Property and equipment

Goodwill 7,731

Identifiable intangibles 4,948

Debt acquired ( 2,397 )

Other assets and liabilities, net 80

Deferred tax liabilities on identifiable intangibles

Total purchase price allocation $ 11,428

In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Ellie Mae business.

The following table sets forth the components of the intangible assets associated with the acquisition as of December 31, 2022 (in millions, except years):

Acquisition-Date Fair Value Accumulated Amortization Net Book Value Useful Life (Years)

Customer relationships $ 3,136 $ ( 377 ) $ 2,759 10 to 20

Backlog 300 ( 139 ) 161 5

Trademark/Tradenames 200 ( 25 ) 175 5 to 20

Other deferred tax assets 353

Net preliminary purchase price

In performing the net preliminary purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Black Knight business.

For the identified intangible assets, the fair values have been preliminarily determined using the income and cost approaches and are partially based on inputs that are unobservable including forecasted future cash flows, revenue and margin growth rates, customer attrition rates and discount rates that require judgement and are subject to change.

We have not yet obtained all of the information related to the fair value of the acquired assets and liabilities.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of the identifiable intangible assets, income taxes, and certain other tangible assets and liabilities.

The allocation of the purchase price will be finalized upon the completion of the analysis of the acquired assets and liabilities within one year of the date of acquisition.

The following table sets forth the components of the preliminary intangible assets associated with the acquisition as of December 31, 2023 (in millions, except years):

Acquisition-Date Preliminary Fair Value

Accumulated Amortization Net Book Value Weighted average life (Years)

Developed Technology

$ 1,129 $ ( 39 ) $ 1,090 10

Trademarks/tradenames

159 ( 3 ) 156 19

Customer Relationships

3,034 ( 80 ) 2,954 13

Data and Databases 579 ( 19 ) 560 10

In-process Research & Development 47 — 47 N/A

Total $ 4,442 $ ( 803 ) $ 3,639

From the acquisition date through December 31, 2020, Ellie Mae revenues of $ 351 million, were included in our mortgage technology revenues, and operating expenses of $ 250 million were recorded in our consolidated income statement.

The financial information in the table below summarizes the combined results of operations of ICE and Ellie Mae, on a pro forma basis, as though the companies had been combined as of the beginning of the period presented.

$ 4,948 $ ( 141 ) $ 4,807 12

From the acquisition date through December 31, 2023, Black Knight revenues of $ 363 million, which are included in our mortgage technology revenues, and operating expenses of $ 470 million were recorded in our consolidated statements of income.

The financial information in the table below summarizes the combined results of operations of ICE and Black Knight, on a pro forma basis, as though the companies had been combined as of the beginning of the prior period presented.

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

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

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

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

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

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

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

The unaudited pro forma financial information combines the historical results for us and Black Knight for 2023 and 2022 in the following table (in millions).

Year Ended December 31,

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Net income attributable to ICE $ 2,128 $ 1,110

Transaction-based expenses included within revenues, less transaction-based expenses in the table above, were not impacted by pro forma adjustments and agree to the amounts presented historically in our consolidated income statements as they relate solely to ICE and not to Ellie Mae.

Bakkt Transaction

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

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

The PIPE was priced at $ 10.00 per share and included a $ 47 million commitment from us.

The newly combined company has been renamed Bakkt Holdings, Inc.

and is listed on the New York Stock Exchange, or NYSE.

As part of the transaction, Bakkt’s existing equity holders and management rolled 100 % of their equity into the combined company through a retained variable interest in Bakkt and are subject to a six-month lockup period.

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

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

Following completion of the business combination, we held an approximate 68 % economic interest.

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

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The pre-tax gain is a result of recording an equity method investment value of $ 1.7 billion plus the removal of our redeemable non-controlling interest liability of $ 107 million, partially offset by the deconsolidation of Bakkt net assets of $ 295 million and our additional PIPE contribution of $ 47 million.

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

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

Bridge2 Solutions Acquisition Considerations

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

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

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

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

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

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

Revenues and expenses were not material to the periods presented.

Acquisition Purchase Price Allocation

(dollars in millions)

Bridge2 Solutions Useful Life

Customer relationship intangibles

Developed technology intangibles

Trade name intangibles

Total identifiable intangible assets

Other working capital adjustments

Total purchase price cash consideration

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

Non-Controlling Interest

During 2020, we received a contribution from a group of minority investors for a non-controlling interest in ICE Futures Abu Dhabi.

Minority investors hold a net profit sharing interest in our CDS clearing subsidiaries of 26.7 % ownership interest as of December 31, 2022.

In December 2018, Bakkt was capitalized with $ 183 million in initial funding with ICE as the majority owner, along with a group of other minority investors, and in March 2020, an additional $ 300 million in funding occurred with ICE maintaining its majority ownership.

We held a call option over these interests subject to certain terms.

Similarly, the non-ICE partners in Bakkt held a put option to require us to repurchase their interests subject to certain terms.

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

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

Equity Investments Subject to ASU 2016-01

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

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

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

Investment in Euroclear

As of December 31, 2023, we held an approximate 64 % economic interest in Bakkt.

Equity Investments

Dun & Bradstreet

In connection with our acquisition of Black Knight, we acquired an investment in Dun & Bradstreet Holdings, Inc., or D&B, a global provider of business decisioning data and analytics, which we classified as an equity investment.

Subsequent to the Black Knight acquisition and prior to December 31, 2023, we sold the entire investment for a total of $ 187 million and realized a total loss of $ 3 million on the sales, net of dividends received, which is included in other income/(expense), net in our consolidated statements of income in 2023.

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

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

We participated on the Euroclear Board of Directors, and we classified our investment in Euroclear as an equity investment.

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

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

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

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

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

Investment in Coinbase

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

We recorded a net gain on the sale of $ 41 million, which is included in other income/(expense), net in our consolidated statements of income in 2022.

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

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

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

Equity Method Investments

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

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

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

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

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

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

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

We recognized $ 122 million, $ 1.3 billion and $ 42 million as our share of estimated losses, net, from our equity method investments included in other income/(expense), net in our consolidated statements of income during 2023, 2022 and 2021, respectively.

The estimated losses during 2023, 2022 and 2021 are primarily related to our investment in Bakkt, partially offset by our share of OCC profits.

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

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

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

Investment in OCC

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

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

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

Investment in Bakkt

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

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

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

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

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

As of December 31, 2023, we hold an approximate 64 % economic interest in Bakkt and treat it as an equity method investment (see Note 3).

We recorded estimated equity losses and impairment of $ 1.4 billion during 2022 related to our investment in Bakkt, which included the impairment discussed above, which was based on what we consider to be an other-than-temporary decline in fair value as a result of the factors noted above, and included consideration for the impairment charge recorded by Bakkt.

As of December 31, 2023, the carrying value of our investment in Bakkt was determined to be $ 73 million.

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

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

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

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

As Bakkt is a public company with a readily available market price, the fair value of our

investment using the quoted market price as of December 31, 2023 was $ 390 million.

We have reviewed the performance indicators discussed above on our Bakkt investment, 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.

We've evaluated our assessment of Bakkt's performance, and based on the carrying value of our investment in Bakkt, have not recorded an impairment of our investment as of December 31, 2023.

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

We will continue to monitor Bakkt's financial performance to determine if any impairment of our investment exists in the future.

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

Bakkt's total assets and liabilities as of December 31, 2022 were $ 455 million and $ 119 million, respectively, and Bakkt's net revenues and net loss in 2022 were $ 55 million and $ 2.0 billion, respectively.

We concluded that Bakkt no longer meets the significance test for 2023.

In accordance with Rule 3-09 of Regulation S-X, as Bakkt met the significance test for a prior year presented in these financial statements, Bakkt financial statements as of and for the year ended December 31, 2023 will be filed subsequently as an amendment to this Form 10-K.

Revenue Recognition

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• Fixed Income Execution:

Execution fees are reported net of rebates, and can be variable based on trade volume discounts used in the determination of rebates, however virtually all volume discounts are calculated and recorded on a monthly basis.

Execution fees, which include revenues from ICE Bonds, are reported net of rebates, and can be variable based on trade volume discounts used in the determination of rebates, however virtually all volume discounts are calculated and recorded on a monthly basis.

Execution fees and rebates are calculated and billed monthly in accordance with our published fee schedules.

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In addition, we earn fixed income transaction fees on the trade execution of agency trades, commissions and net markups and markdowns on riskless principal trades.

Fixed income execution fees contain one performance obligation related to each transaction which occurs instantaneously, and the revenue is recorded at the point in time.

Fixed income revenues also include interest income on certain clearing margin deposits related to our CDS clearing business which are satisfied at a point in time and consists of a single performance obligations.

Fixed income execution fees contain one performance obligation related to each transaction which occurs instantaneously, and the revenue is recorded at a point in time.

• CDS Clearing:

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While we allocate the transaction price between these two performance obligations, since they generally are satisfied almost simultaneously, there is no significant deferral of revenue.

CDS clearing revenues also include interest income on certain clearing margin deposits related to our CDS clearing business which are satisfied at a point in time and consists of a single performance obligation.

• Fixed Income Data and Analytics, and Other Data and Network Services:

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• Origination Technology:

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.

Our origination technology acts as a system of record for the mortgage transaction.

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

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

Revenue from the ICE Mortgage Technology network is largely transaction-based.

Performance obligations consist of a series of distinct services and support services.

Mortgage subscription customers simultaneously receive and consume benefits from our performance and revenues are recognized over time as our performance obligations are met consistently throughout the period.

Mortgage subscription customers simultaneously receive and consume benefits from our performance and revenues are recognized over time using a time elapsed measure of progress as our performance obligations are met consistently throughout the period.

Contracts generally range from one year to five years .

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

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

For certain contracts where the allocation objective would not be met by allocating variable consideration in this way, total variable consideration to be received is estimated at contract inception and recognized ratably over the contract term considering historical trends, industry data, and contract specific factors to determine an expected amount to which we expect to be entitled.

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

For certain contracts where the variable consideration allocation exception would not be met, total variable consideration to be received is estimated at contract inception and recognized ratably over the contract term.

The amount of variable consideration included in the transaction price is constrained to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the amount of variable consideration is subsequently resolved.

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• Closing Solutions:

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

Our closing solutions connect key participants to digitize the closing and recording process.

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

Revenues for these services primarily contain one performance obligation related to each transaction which occurs instantaneously, and the revenues are primarily recorded at the point in time of the transaction.

Closing solutions also includes revenues from our Mortgage Electronic Registrations 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.

Closing solutions also includes revenues from our MERSCORP Holdings, 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.

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

• Servicing software:

Our servicing software revenues include Black Knight’s integrated mortgage servicing solutions, which help automate all areas of the servicing process.

Our servicing software includes business intelligence, mortgage default and servicing technology, digital mortgage solutions and related professional services.

These revenues are primarily comprised of recurring SaaS offerings for various platforms.

Contracts for software and hosting solutions typically span five to seven years .

For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms.

For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services.

We typically satisfy these performance obligations over time as the services are provided.

A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period.

We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract.

Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services.

Fixed fees for processing services are generally recognized ratably over the contract period.

• Data and Analytics:

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

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

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

Revenues related to our data products are largely subscription-based and recurring in nature and recognized ratably over time as this method best depicts our pattern of performance.

Our performance obligations of data delivery are met consistently throughout the period.

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

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

Revenues include those related to ICE Mortgage Technology’s Analyzer (formerly known as AIQ) and Black Knight's suite of data and analytics products and services.

ICE Mortgage Technology's Analyzer

streamlines 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 and a Data as a Service, or DaaS, offering for lenders to access industry data and origination information.

Revenues related to our data products are largely subscription-based and recurring in nature and recognized ratably over time as our performance obligations are met consistently throughout the period.

Black Knight's data and analytics revenues are primarily from licenses for new and historical property ownership data and valuation-related analytical services and are generally distinct.

License fees are recognized at a point in time upon delivery.

Revenues allocated to data updates are recognized ratably over the period the updates are provided.

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

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

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

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

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

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Mortgage Technology Segment:

Subscription revenues $ 643 $ 553 $ 155

Professional service revenues and other $ 31 $ 34 $ 1

Recurring revenues $ 961 $ 643 $ 553

Other $ 15 $ 31 $ 34

Total $ 976 $ 674 $ 587

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

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

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

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

Total deferred revenue was $ 307 million as of December 31, 2023, including $ 200 million in current deferred revenue and $ 107 million in other non-current liabilities in our consolidated balance sheets.

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

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

The changes in our deferred revenue during 2023 and 2022 are as follows (in millions):

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

Listing Revenues Data Services and Other Revenues Mortgage Technology Total

Deferred revenue balance at January 1, 2022

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115 88 51 254

Additions (1)

490 401 177 1,068

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$ 108 $ 93 $ 106 $ 307

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

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

Contracts generally range from one year to five years .

(1) 2023 additions in our Mortgage Technology segment in the table above include $ 68 million of deferred revenue acquired on the date of the Black Knight acquisition (Note 3) and $ 37 million of Black Knight related deferred revenue added in the period after the date of acquisition through December 31, 2023 .

The Mortgage Technology deferred revenue balance as of December 31, 2023 primarily relates to origination and servicing technology subscription services for which the performance obligations have not yet been provided as of the balance sheet date but for which billings or payments have been received in advance.

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

Included in the amortization recognized in 2023, $ 167 million was related to the deferred revenue balance as of January 1, 2023.

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As of December 31, 2023, we estimate that our deferred revenue will be recognized in the following years (in millions):

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

2023 $ 13 $ 33 $ 78 $ 46 $ 170

Listing Revenues Data Services and Other Revenues Mortgage Technology Total

2024 $ 36 $ 82 $ 82 $ 200

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Total $ 108 $ 93 $ 106 $ 307

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

Our total restricted cash and cash equivalents, including short-term and long-term portions, consisted of the following (in millions):

Transaction Price Allocated to Future Performance Obligations

Our disclosure of transaction price allocated to these future performance obligations excludes the following:

• Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable consideration allocation criteria;

• Performance obligations that are part of a contract with an original expected duration of one year or less;

• Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.

As of December 31, 2023, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $ 4.0 billion and primarily relates to contracts with customers in the Mortgage Technology segment.

We expect this amount to be recognized as revenue as follows:

33 % by December 31, 2024, 78 % by December 31, 2026, 95 % by December 31, 2028 and the rest thereafter.

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

Our total restricted cash, cash equivalents, and investments including short-term and long-term portions, consisted of the following (in millions):

As of December 31,

Restricted cash and cash equivalents:

Restricted cash, cash equivalents, and investments:

Short-term restricted cash and cash equivalents:

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CFTC Regulated Entities 292 287

As of December 31,

Other Regulated Entities 79 73

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Total short-term restricted cash and cash equivalents 531 6,149

Restricted short-term investments:

ICE Clear Europe 680 —

Total restricted short-term investments 680 —

Long-term restricted cash and cash equivalents:

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Total long-term restricted cash and cash equivalents 340 405

Total restricted cash and cash equivalents $ 6,554 $ 1,433

Short-Term Restricted Cash and Cash Equivalents

Our short-term restricted cash and cash equivalents in the table above consist of the following:

Total restricted cash, cash equivalents, and investments $ 1,551 $ 6,554

Short-Term Restricted Cash, Cash Equivalents, and Investments

Our short-term restricted cash and cash equivalents and restricted short-term investments in the table above consist of the following:

• ICE Futures Europe:

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As such, ICE Clear Europe is required by the BOE and the European Market Infrastructure Regulation, or EMIR, to restrict as cash, cash equivalents or investments in an amount to reflect an estimate of the capital required to wind down or restructure the activities of the clearing house, cover operational, legal and business risks and to reserve capital to meet credit, counterparty and market risks not covered by the members' margin and guaranty funds.

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

As such, it is calculated taking into account the operating expenditures, revenues and credit exposures associated with the assets and investments.

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

Derivatives Clearing Organization, or DCO.

Derivatives Clearing Organization, or DCO, and by the European Securities and Markets Authority, or ESMA, as a third-country central counterparty.

The regulatory capital available to ICE Clear Europe, as described above, exceeds the CFTC requirements.

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DCOs, ICE Clear U.S.

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

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

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

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

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• Other Regulated Entities:

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

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

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

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

It also includes the clearing member requirements of ICE Securities Executions & Clearing, LLC.

Other restricted cash as of December 31, 2022 was primarily related to $ 4.9 billion of net proceeds from the Notes issued for the Black Knight acquisition that were separately invested (see Note 10).

Long-Term Restricted Cash and Cash Equivalents

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

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

may clear in the future.

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

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

The requirement ceased when our

agreement with Bakkt to clear Bitcoin terminated in 2023.

In addition, included in the total contribution to ICE Clear Europe as of December 31, 2022, was a $ 50 million guaranty fund contribution related to CDS clearing.

This requirement was removed when CDS clearing ceased at ICE Clear Europe during the year.

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

See Note 14 for additional information on the guaranty funds and our contributions of cash to our clearing houses guaranty funds.

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Goodwill and Other Intangible Assets

The following is a summary of the activity in our goodwill balance (in millions):

The following is a summary of the activity in our goodwill balance by segment (in millions):

Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated

Goodwill balance at January 1, 2022

$ 8,185 $ 4,816 $ 8,122 $ 21,123

Foreign currency translation

( 51 ) ( 4 ) — ( 55 )

Other activity, net

— ( 3 ) — ( 3 )

Goodwill balance at December 31, 2022

$ 8,134 $ 4,850 $ 8,127 $ 21,111

— — 9,417 9,417

Foreign currency translation

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Goodwill balance at December 31, 2023

$ 8,155 $ 4,854 $ 17,544 $ 30,553

The following is a summary of the activity in our other intangible assets balance (in millions):

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Other intangible assets balance at December 31, 2023

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

We completed our acquisition of Black Knight during 2023 (see Note 3).

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

The changes in other activity, net, in the tables above primarily relate to adjustments to the fair value of the net tangible and intangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

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

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

As of December 31, Useful Life

As of December 31, 2023 As of December 31, 2022

Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value

Finite-lived intangible assets:

Customer relationships $ 7,966 $ 7,958 3 to 25

Technology 1,380 1,379 2.5 to 11

Customer relationships $ 10,870 $ ( 2,641 ) $ 8,229 $ 7,966 $ ( 2,280 ) $ 5,686

Technology 2,497 ( 934 ) 1,563 1,380 ( 761 ) 619

Trading products with finite lives 205 ( 141 ) 64 242 ( 172 ) 70

Data/databases 150 150 4 to 10

Market data provider relationships 11 11 20

Non-compete agreements 42 42 1 to 5

Other 254 253 1 to 5

Data/databases 745 ( 170 ) 575 150 ( 146 ) 4

Trademarks/Tradenames 386 ( 67 ) 319 229 ( 47 ) 182

Other 51 ( 42 ) 9 78 ( 55 ) 23

Total finite-lived intangible assets 14,754 ( 3,995 ) 10,759 10,045 ( 3,461 ) 6,584

Less accumulated amortization ( 3,461 ) ( 2,814 )

Total finite-lived intangible assets, net 6,584 7,216

Indefinite-lived intangible assets:

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Trade names and trademarks with indefinite lives 280 — 280 280 — 280

In-process research and development 47 — 47 — — —

Other 8 — 8 8 — 8

Total indefinite-lived intangible assets 6,558 — 6,558 6,506 — 6,506

Total other intangible assets, net $ 13,090 $ 13,736

In 2022, 2021 and 2020, amortization of other intangible assets was $ 610 million, $ 622 million and $ 388 million, respectively.

Total other intangible assets $ 21,312 $ ( 3,995 ) $ 17,317 $ 16,551 $ ( 3,461 ) $ 13,090

In 2023, 2022 and 2021, amortization expense of other intangible assets was $ 749 million, $ 610 million and $ 622 million, respectively, and is recorded in depreciation and amortization expense in our consolidated statements of income.

Collectively, the remaining weighted average useful lives of the finite-lived intangible assets is 14.2 years as of December 31, 2023.

We expect future amortization expense from the finite-lived intangible assets as of December 31, 2023 to be as follows (in millions):

We performed an analysis of impairment indicators and other than an impairment on certain trademark intangible assets, we did not recognize any impairment losses on goodwill or other intangible assets in 2023, 2022 or 2021.

We considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included continued global inflation concerns and changing interest rates, including their effect on our forecasts and discount rates, among other things.

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

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Commercial Paper

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

Other short-term debt

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Long-term debt:

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

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

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

2025 Term Loan due August 31, 2025 1,600 —

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

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2028 Senior Notes ( 3.625 % senior notes due September 1, 2028)

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

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

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$ 22,613 $ 18,122

Black Knight Senior Notes

As of December 31, 2023, Black Knight's $ 1.0 billion principal amount of its 3.625 % senior notes due in 2028 were outstanding.

The notes became part of ICE's consolidated long-term debt on the acquisition date of September 5, 2023.

Credit Facilities

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

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

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

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

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

On May 25, 2022, we agreed with the lenders to extend the maturity date of the Credit Facility from October 15, 2026, to May 25, 2027 and also exercised our option to increase the amount of the Credit Facility from $ 3.8 billion to $ 3.9 billion, among other items.

We incurred new debt issuance costs of $ 4 million during 2022 relating to the Credit Facility, increased deferred debt issuance costs carried forward from previous Credit Facility extensions, and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility.

No amounts were outstanding under the Credit Facility as of December 31, 2023.

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

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

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

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

As of December 31, 2023, of the $ 3.9 billion that was available for borrowing under the Credit Facility, $ 2.0 billion was required to backstop the amount outstanding under the Commercial Paper Program, and $ 172 million was required to support certain broker-dealer and other subsidiary commitments.

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

The remaining $ 1.8 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.

We also pay an annual commitment fee for unutilized amounts payable in arrears at a rate that ranges from 0.08 % to 0.20 % determined based on our current long-term debt rating.

As of December 31, 2022, the applicable rate for commitments to October 2026 was 0.13 %.

Amounts borrowed under the facility may be prepaid at any time without premium or penalty.

We also pay an annual commitment fee for unutilized amounts under the Credit Facility, payable in arrears at a rate that ranges from 0.08 % to 0.20 % determined based on our current long-term debt rating.

As of December 31, 2023, the applicable rate for commitments to May 2027 was 0.125 %.

Amounts borrowed under the Credit Facility may be prepaid at any time without premium or penalty.

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

• 2022 Bridge Facility:

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

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

• 2022 Term Loan:

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

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

Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 8.75 basis points or (b) a "base rate" plus an applicable margin.

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

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

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

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

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

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

• 2020 Term Loan:

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

We borrowed in full under the facility on September 3, 2020, and the proceeds were used to fund a portion of the purchase price for the Ellie Mae acquisition.

We had the option to prepay the facility in whole or in part at any time, and paid off the full balance of the loan on December 16, 2020.

Interest on borrowings under this term loan facility were based on the principal amount outstanding at the London Interbank Offered Rate, or LIBOR, plus an applicable margin, which was equal to 1.125 %.

We incurred new debt issuance costs of $ 3 million during 2020 relating to this term loan and these costs were fully amortized when the term loan was repaid on December 16, 2020.

As of December 31, 2023, $ 1.6 billion was outstanding under the Term Loan.

Our India subsidiaries maintain $ 14 million of credit lines for their general corporate purposes.

As of December 31, 2022, they had borrowed $ 4 million, which is reflected as "other short-term debt" in the table above.

As of December 31, 2023, there were no outstanding borrowings.

Commercial Paper Program

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

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

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

We used $ 1.2 billion of proceeds received from the sale of our Coinbase investment to pay down the commercial paper balance.

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

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

In 2023, we issued $ 2.6 billion under the Commercial Paper Program to fund a portion of the purchase price for the Black Knight acquisition, offset by net repayments of $ 600 million funded primarily by cash flows from operations.

We had net repayments of $ 1.0 billion under the Commercial Paper program during 2022 funded, in part, by the net proceeds from our senior notes issued in May 2022.

As of December 31, 2023, commercial paper notes of $ 2.0 billion with original maturities ranging from 4 to 45 days were outstanding with a weighted average interest rate of 5.70 % per annum, and a weighted average remaining maturity of 32 days.

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

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

New Senior Notes

• Senior Notes Issued in May 2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Fixed Rate Senior Notes

• Senior Notes Issued in August 2020:

On August 20, 2020, we issued $ 6.5 billion in aggregate principal amount of new senior notes, comprised of $ 1.25 billion in aggregate principal amount of floating rate senior notes due in 2023, or the Floating Rate Notes, $ 1.0 billion in aggregate principal amount of 0.70 % senior notes due in 2023, $ 1.5 billion in aggregate principal amount of 1.85 % senior notes due in 2032, $ 1.25 billion in aggregate principal amount of 2.65 % senior notes due in 2040, and $ 1.5 billion in aggregate principal amount of 3.00 % senior notes

due in 2060 (collectively, the August 2020 Notes).

We used the net proceeds to fund a portion of the purchase price for the Ellie Mae acquisition.

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We used the net proceeds of the May 2020 Notes for general corporate purposes, including to fund the redemption of our $ 1.25 billion aggregate principal amount of 2.75 % senior notes due December 2020, or the 2020 Senior Notes, which were redeemed in accordance with their terms on June 25, 2020, and to pay down a portion of our commercial paper outstanding.

In connection with our issuance of the May 2020 Notes and our early redemption of the 2020 Senior Notes, we recorded an extinguishment payment of $ 14 million that includes both a make-whole redemption payment and duplicative interest.

These costs are included in interest expense in our consolidated statements of income in 2020.

We incurred debt issuance costs of $ 23 million relating to the issuance of the May 2020 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each note series.

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We used the proceeds for general corporate purposes, including to fund the redemption of the $ 600 million, 2.50 % Senior Notes due October 2018 and to refinance all of our issuances under our Commercial Paper Program that resulted from acquisitions and investments in 2018.

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

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

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

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The 2020 Senior Notes were paid off in June 2020 with net proceeds from the offering of the May 2020 Notes.

• Senior Notes Issued in October 2013:

In October 2013, we issued $ 800 million, 4.00 % senior unsecured fixed-rate notes due 2023.

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

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

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

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Unamortized balance discounts on bonds, net ( 89 )

Discount on Commercial Paper ( 10 )

Total debt outstanding $ 22,613

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The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock and under our employee stock purchase plan were $ 257 million, $ 155 million and $ 188 million in 2023, 2022 and 2021, respectively, net of $ 18 million, $ 16 million and $ 13 million, respectively, that was capitalized as software development costs.

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

The 2023 expense includes the expense related to the portion of the Black Knight replacement awards that were accelerated on the Divestiture Date, described below.

The 2021 expense includes the expense related to the Bakkt Incentive Units, described below.

As of December 31, 2023, we had 37.8 million shares in total under various equity plans available for future issuance as stock option and restricted stock awards.

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24 % 23 % 24 %

Year Ended December 31,

Expected dividend yield

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Compensation costs are recognized only if it is probable that the performance condition will be satisfied.

If we initially determine that it is not probable of being satisfied and later determine that it is, or vice versa, a cumulative catch-up adjustment is retroactively recorded in the period of change based on the new estimate.

If we initially determine that it is not probable of being satisfied and later determine that it is, or vice versa, a cumulative catch-up adjustment is recorded in the period of change based on the new estimate.

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

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The number of shares ultimately granted under this award is based on our actual financial performance as compared to financial performance targets set by our Board and the Compensation Committee for the year ending December 31, 2023, and is also subject to a market condition reduction based on how our 2023 total stockholder return, or TSR, compared to that of the S&P 500 Index.

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

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

In 2023, we performed at a performance level "above-target".

Based on our actual 2023 financial performance as compared to the 2023 financial performance level thresholds, and with a required TSR haircut since we were "above-target", but underperformed against the S&P 500 Index TSR, 0.6 million restricted shares will be awarded.

This results in $ 74 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 41 million expensed during 2023.

In October 2023, we granted performance-based restricted awards to certain of our employees.

We reserved shares for potential issuance of these awards with vesting terms over five years .

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

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Nonvested at January 1, 2021

3,236 $ 82.73

Granted 1,869 115.28

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Granted 1,477 126.98

(in thousands) Weighted Average

Grant-Date Fair

Value per Share

Vested ( 1,541 ) 93.94

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Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the performance targets are met.

Time-based awards reflected in the table above include the Black Knight unvested awards that converted to our awards on the date of acquisition, as discussed below.

As of December 31, 2023, there were $ 232 million in total unrecognized compensation costs related to time-based and performance-based restricted stock.

These costs are expected to be recognized over a weighted-average period of 1.9 years as the restricted stock vests.

Black Knight Restricted Stock Awards

In connection with our Black Knight acquisition in September 2023, certain restricted stock awards held by Black Knight employees were converted to ICE restricted stock awards and included in the table above.

The replacement awards contain the same terms and conditions as were applicable to the awards immediately prior to the merger.

These awards will be fully vested by 2026.

Our stock compensation expense for December 31, 2023 related to these awards was $ 18 million.

In connection with the Divestitures and certain terminations, $ 55 million of replacement restricted stock awards accelerated for the period between the acquisition date of September 5, 2023, through December 31, 2023, which we recorded as an acquisition-related costs (see Note 3).

Employee Stock Purchase Plan

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

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

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

We recorded compensation expenses of $ 13 million, $ 13 million and $ 11 million during 2023, 2022 and 2021, respectively, related to the discount given to our participating employees.

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The units were unvested at the issuance date, were subject to the vesting terms in the award agreements and upon vesting were converted into Bakkt equity or cash.

During 2020, a $ 300 million capital call related to the acquisition of Bridge2 Solutions triggered a market condition of certain of these Bakkt equity incentive awards.

The market condition was based on numerous possible Bakkt transaction or event scenarios established on the original date of grant, each of which have a fixed fair market value.

Over the life of these awards, we were required to estimate the most likely outcome and reflect the cumulative financial statement impact of any changes between outcomes.

As a result, during 2020, we incurred a $ 10 million non-cash compensation expense related to these awards that was recorded as an acquisition-related cost.

During 2021, the merger of Bakkt and VIH triggered a market condition of these Bakkt equity incentive awards.

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

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

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

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We recorded the receipt of the shares as treasury stock.

Non-Controlling Interest

For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders' interests are shown as non-controlling interests.

As of December 31, 2023, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.

As of December 31, 2020, we also had redeemable non-controlling interests, reflected as redeemable non-controlling interests in temporary equity within our consolidated balance sheet, related to a put option held by non-ICE partners in Bakkt to require us to repurchase their interests.

Following the October 2021 Bakkt merger discussed above, we no longer consolidate Bakkt and therefore did not record a redeemable non-controlling interest in Bakkt as of December 31, 2023, 2022, or 2021.

Stock Repurchase Program

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We may begin or discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time or enter into additional plans.

We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with the Ellie Mae acquisition.

In November 2021, we resumed stock repurchases.

In December 2021, our Board approved an aggregate of $ 3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2022.

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

In December 2021 we entered

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

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

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

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

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

We did not have any share repurchases in 2023.

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

The shares repurchased are held in treasury stock.

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Total common stock repurchases — $ — $ —

4,955 $ 127.56 $ 632

Fourth quarter — $ — $ — 4,955 $ 2,518

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

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

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

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Foreign tax rate differential

( 1 ) — ( 1 )

Current year tax benefit from foreign derived intangible income

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16 % 17 % 29 %

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

tax law changes in the prior years.

In 2021, the U.K.

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

In 2020, the U.K.

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

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

On March 11, 2021, the American Rescue Plan Act, or ARPA, was signed into law.

The ARPA enacted certain provisions that are relevant to corporate income tax.

On March 27, 2020, the CARES Act was enacted and certain income tax related relief was provided under the CARES Act.

These provisions did not have a material impact on our income tax provision for 2022, 2021 or 2020.

The 16 % effective tax rate in 2023 was below the statutory federal income tax rate primarily due to the following items:

favorable audit settlements for historical years, favorable state apportionment changes and the application of the high-tax exception to Global Intangible Low-Taxed Income.

These tax benefits were partially offset by the impact of the U.K.

corporate income tax increase from 19% to 25% effective April 1, 2023 and the tax impact of certain non-deductible Black Knight acquisition costs.

In conjunction with the increase in the U.K.

corporate income tax rate, we intend to elect the high-tax exception to Global Intangible Low-Taxed Income in 2023.

Our 2023 tax provision includes the impacts of this election.

The 17 % effective tax rate in 2022 was below the statutory federal income tax rate primarily due to the deferred income tax benefit from the impairment of equity investment in Bakkt in 2022.

For 2021, our effective tax rate was significantly above the statutory federal income tax rate primarily due to state taxes and the deferred income tax expenses from the U.K.

corporate income tax rate increase from 19% to 25% that was enacted in 2021.

The OECD Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.

The European Union member states and many other countries, including the U.K.

our most significant non-US jurisdiction, have committed to implement or have

already enacted legislation adopting the Pillar Two rules.

In July 2023, the U.K.

enacted the U.K.

Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods ending on or before June 30, 2028.

These new U.K.

Pillar Two rules did not have a material impact on our income tax provision as of December 31, 2023.

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

As a result of the U.K.

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

deferred tax assets and liabilities accordingly.

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

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

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

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

As a result of our acquisition of Black Knight (see Note 3), compared to the prior year, the net deferred tax liabilities as of December 31, 2023 increased significantly.

The property and equipment deferred moved from a deferred tax liability to a significant deferred tax asset due to the continued impacts of the capitalized research and experimental expenditure requirements that became effective in 2022 under the Tax Cuts and Jobs Act.

The following table summarizes the significant components of our deferred tax liabilities and assets as of December 31, 2023 and 2022 (in millions):

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Lease liability 64 77

Property and equipment 118 —

Valuation allowance

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Property and equipment $ — $ ( 60 )

$ ( 60 ) $ ( 172 )

Acquired intangibles

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We recorded a valuation allowance for deferred tax assets of $ 166 million and $ 92 million as of December 31, 2023 and 2022, respectively.

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

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

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

The increase of valuation allowance charged against goodwill in 2023 is primarily related to certain deferred tax assets arising from the Black Knight acquisition that we believe are not more likely than not to be realized in the foreseeable future.

of valuation allowance in 2023 is primarily due to certain foreign subsidiaries being liquidated in the current period with associated deferred tax assets being extinguished.

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

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

subsidiaries for the period from January 1, 2018 through December 31, 2022 were subject to the Global Intangible Low-Taxed Income provisions and, as such, were subject to immediate U.S.

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

with no material additional income tax consequences in the future.

Consequently, these earnings are not considered to be indefinitely reinvested and the related tax impact is included in our income tax provision for 2022, 2021 and 2020.

However, our non-U.S.

subsidiaries’ cumulative undistributed earnings as of December 31, 2022, 2021 and 2020 that are not subject to the Global Intangible Low-Taxed Income provisions are considered to be indefinitely reinvested.

In 2023, we intend to elect the high-tax exception to Global Intangible Low-Taxed Income, and thus, the majority of the earnings of our non-U.S.

subsidiaries are not expected to be subject to immediate U.S.

income taxation.

However, the majority of these 2023 foreign earnings can also be distributed to the U.S.

with no material additional U.S.

income tax consequences due to the availability of full dividends received deductions.

We remain indefinitely reinvested in our non-U.S.

subsidiaries’ cumulative undistributed earnings as of December 31, 2023 that are not subject to the Global Intangible Low-Taxed Income provisions and would be subject to additional U.S.

income tax consequences upon distribution to the U.S.

Accordingly, no provision for U.S.

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As of December 31, 2023 and 2022, we have gross U.S.

federal net operating loss carryforwards of $ 100 million and $ 120 million, respectively, and gross state and local net operating loss carryforwards of $ 76 million and $ 137 million, respectively.

The net decrease of federal, state and local net operating loss carryforwards are primarily due to losses utilized in the current year.

The net operating loss carryforwards are available to offset future taxable income until they expire, with amounts beginning in 2026.

federal net operating loss carryforwards of $ 88 million and $ 100 million, respectively, and gross state and local net operating loss carryforwards of $ 76 million for both 2023 and 2022.

The net decrease of federal net operating loss carryforwards are primarily due to losses utilized in the current year.

The net operating loss carryforwards and credit carryforwards are available to offset future taxable income until they begin to expire in 2027.

In addition, as of December 31, 2023 and 2022, we have gross foreign net operating loss carryforwards of $ 214 million and $ 280 million, respectively.

The majority of gross foreign net operating losses are not expected to be realizable in future periods and have related valuation allowances.

The decrease in foreign net operating losses is primarily due to certain foreign subsidiaries being liquidated in the current period with the associated attributes being extinguished.

The majority of the remaining gross foreign net operating losses are not expected to be realizable in future periods and have related valuation allowances.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

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Of the $ 268 million in unrecognized tax benefits as of December 31, 2023, $ 244 million is recorded within other non-current liabilities and $ 24 million is recorded within other current liabilities.

We recognize interest and penalties accrued on income tax uncertainties as a component of income tax expense.

In 2022, 2021 and 2020, we recognized $ 12 million, $ 10 million and $ 6 million, respectively, of income tax expense for interest and penalties.

We recognize interest and penalties accrued on income tax uncertainties as a component of income tax expense/(benefit).

In 2023, 2022 and 2021, we recognized ($ 30 million), $ 12 million and $ 10 million, respectively, of income tax expense/(benefit) for interest and penalties.

As of December 31, 2023 and 2022, accrued interest and penalties were $ 32 million and $ 61 million, respectively.

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Clearing House Products Cleared Exchange where Executed Location

ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and third-party venues U.K.

ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and third-party venues U.K.

ICE Clear U.S.

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

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

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

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

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

ICE Clear Singapore Energy, metals and financial futures products ICE Futures Singapore Singapore

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

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

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 out 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 de-registration occurred in November 2023.

Original and Variation Margin

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The collateral deposits are known as “original margin.” In addition, the ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection.

The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” With the exception of ICE NGX’s physical natural gas and physical power products discussed separately below, the ICE Clearing Houses mark all outstanding contracts to market, and therefore pay and collect variation margin, at least once daily.

The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” The ICE Clearing Houses mark all outstanding contracts to market, and, with the exception of ICE NGX’s physical natural gas and physical power products discussed separately below, pay and collect variation margin at least once daily.

The amounts that Members are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, risk committees and the boards of directors of the respective ICE Clearing House.

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

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

In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits and default insurance, or

collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

As of December 31, 2023 and 2022, the ICE Clearing Houses had received or had been pledged $ 175.9 billion and $ 273.3 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

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

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

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

may clear in the future.

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

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ICE Clear Europe (1)

$ 197 $ 247 $ 100 $ 100

ICE Clear U.S.

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Total $ 340 $ 405 $ 400 $ 400

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

(1) The decrease in the ICE portion of the guaranty fund contribution from 2022 to 2023 at ICE Clear Europe was driven by ceasing CDS clearing at ICE Clear Europe and the related requirement for ICE Clear Europe to maintain a $ 50 million guaranty fund contribution related to CDS clearing.

(2) The decrease in the ICE portion of the guaranty fund contribution from 2022 to 2023 at ICE Clear U.S.

was driven by the termination of our agreement with Bakkt to clear Bitcoin, and the related requirement for us to maintain a $ 15 million guaranty fund contribution.

We also maintain default insurance at ICE Clear Europe.

ICE Clear, U.S.

and ICE Clear Credit as an additional layer of clearing member default protection which is reflected in the table above.

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

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As of December 31, 2023, ICE NGX maintained a guaranty fund of $ 215 million, comprising $ 15 million in cash and a $ 200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

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

and ICE Clear Credit.

Below is a depiction of our Default Waterfall which summarizes the lines of defense and layers of protection we maintain for our mutualized clearing houses.

ICE Clearing House Default Waterfall

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$ 105,405 $ 34,454 $ 4,738 $ 2,766 $ 9 $ 147,372

(1) $ 97.6 billion and $ 7.8 billion is related to futures/options and CDS, respectively.

(1) Amount is entirely related to futures/options.

(2) $ 97.6 billion and $ 7.8 billion is related to futures/options and CDS, respectively.

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

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

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

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

Treasury and other highly-rated foreign

government securities, or reverse repurchase agreements with primarily overnight maturities.

We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets.

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Total invested deposits, delivery contracts receivable and unsettled variation margin $ 1,814 $ 5,382

(1) As of December 31, 2022, ICE Clear Europe held € 11.7 billion ($ 12.5 billion based on the euro/U.S.

dollar exchange rate of 1.0704 as of December 31, 2022) at European Central Bank, or ECB, £ 4.0 billion ($ 4.9 billion based on the pound sterling/U.S.

(1) As of December 31, 2023, ICE Clear Europe held € 11 million ($ 12.0 million based on the euro/U.S.

dollar exchange rate of 1.1037 as of December 31, 2023) at the European Central Bank, or ECB, £ 4.6 billion ($ 5.8 billion based on the pound sterling/U.S.

dollar exchange rate of 1.2732 as of December 31, 2023) at the Bank of England, or BOE, and € 10 million ($ 11 million based on the above exchange rate) at the BOE.

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Other Deposits

Non-cash original margin and guaranty fund deposits are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the clearing houses have sold or re-

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

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

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, or gold on rare occasions at ICE Clear Europe, to mitigate credit risk.

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, European emission allowance certificates or gold on rare occasions at ICE Clear Europe, to mitigate credit risk.

For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate.

The value-related risks and rewards of these assets remain with the Members.

Any gain or loss accrues to the Member.

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

Any income, gain or loss accrues to the Members.

The ICE Clearing Houses do not, in the ordinary course, rehypothecate or re-pledge these assets.

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$ 45,698 $ 26,992 $ 13,062 $ — $ 85,752

Letters of credit

— — — 5,434 5,434

Letters of credit and other — — — 5,006 5,006

Emissions certificates at fair value 904 — — — 904

ICE NGX cash deposits

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

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

ICE NGX marks all of its outstanding physical natural gas and physical power contracts to market daily and requires full collateralization of net accrued variation losses.

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

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

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

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

ICE NGX maintains a committed daylight-overnight liquidity facility in the amount of $ 100 million with an additional $ 200 million uncommitted with a third-party Canadian chartered bank which provides liquidity in the event of a settlement shortfall, subject to certain conditions.

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

As of December 31, 2023, ICE NGX maintains a guaranty fund of $ 215 million funded by a $ 200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount the ICE NGX is responsible for under the default insurance policy.

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

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Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its Members.

In its guarantor role, each ICE Clearing House has equal and offsetting claims to and from Members on opposite sides of each contract, standing as an intermediary on every contract cleared.

To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee is $ 228.3 billion as of December 31, 2022, which represents the maximum estimated value by the ICE Clearing Houses of a hypothetical one-day movement in pricing of the underlying unsettled contracts.

This value was determined using proprietary risk management software that simulates gains and losses based on historical market prices, volatility and other factors present at that point in time for those particular unsettled contracts.

Future actual market price volatility could result in the exposure being significantly different than this amount.

With the exception of ICE NGX, the ICE Clearing Houses mark all outstanding contracts to market and pay and collect variation margin at least once daily.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee would be the intra-day or full day change in fair value if all Members who have open positions with unrealized losses simultaneously defaulted which is an extremely unlikely scenario.

The levels of original margin are calibrated such that a portfolio the ICE Clearing House may be required to liquidate post Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period.

In addition to the base margin model, each ICE Clearing House, depending on its products, employs a number of margin add-ons related to position concentration, clearing member capital, volatility, spread responses, recovery rate sensitivity, jump-to-default, and wrong way risk.

We also performed calculations to determine the fair value of our counterparty performance guarantee taking into consideration factors such as daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by the ICE Clearing Houses.

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

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

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

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

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

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

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

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

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

Our lease agreements do not contain any residual value guarantees.

Interest on Margin Deposits and Fees Charged for Non-Cash Margin

The net interest income on cash margin and fees charged for non-cash margin retained by the ICE Clearing Houses is recorded in our exchanges revenues and fixed income and data services revenues in our consolidated statements of income.

We recognized a combined $ 369 million and $ 341 million as our revenues during the years ended December 31, 2023 and 2022, respectively,

We have lease agreements for office space and data center facilities.

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

As of December 31, 2023, the weighted-average remaining lease term was 6.7 years and the weighted average discount rate was 5.1 %.

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

Our lease agreements do not contain any residual value guarantees.

We recognized $ 58 million, $ 52 million and $ 61 million of rent expense for office space as rent and occupancy expense in 2023, 2022, and 2021, respectively, and $ 32 million, $ 26 million and $ 24 million for data center facilities as technology and communication expense in 2023, 2022, and 2021, respectively, within our consolidated income statements.

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and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions.

We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss contingencies that are probable and the related amount is reasonably estimable.

Any such accruals may be adjusted as circumstances change.

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It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters.

City of Providence Litigation

In 2014, New York Stock Exchange LLC and NYSE Arca, Inc., two of our subsidiaries, were among more than 40 financial institutions and U.S.-based equity exchanges named as defendants in four purported class action lawsuits filed in the U.S.

District Court for the Southern District of New York, or the Southern District, by the City of Providence, Rhode Island, and other plaintiffs.

In a subsequent consolidated amended complaint filed against only the exchange defendants (which include exchanges owned and operated by Nasdaq and Cboe Global Markets,Inc.), the plaintiffs asserted claims on behalf of a class of “all public investors” who bought or sold stock from April 18, 2009 to the present on the named exchanges.

In 2015, the district court granted a motion to dismiss filed by the exchange defendants and dismissed the complaint with prejudice.

The court held that the plaintiffs had failed to sufficiently state a claim under Sections 10(b) and 6(b) of the Exchange Act, and additionally that some of the claims were barred by the doctrine of self-regulatory organization immunity.

The plaintiffs appealed, and in 2017 the U.S.

Court of Appeals for the Second Circuit, or the Second Circuit, issued a decision vacating the dismissal and remanding the case to the district court for further proceedings.

The Second Circuit held that the claims against the exchanges were not barred by the doctrine of self-regulatory organization immunity because (in the view of the Second Circuit) the exchanges were not carrying out regulatory functions while operating their markets and engaging in the challenged conduct at issue, and that the plaintiffs had adequately pleaded claims against the defendants under Section 10(b) of the Exchange Act.

The Second Circuit directed that, on remand, the district court should address and rule upon various other defenses raised by the exchanges in their motion to dismiss (which the district court did not address in its prior opinion and order).

In 2019, the district court denied a new motion to dismiss filed by the defendants, and the exchanges filed answers to the complaint, denying the principal allegations of the plaintiffs, denying liability in the matter, and asserting various affirmative defenses.

During 2021, the parties conducted discovery, relating largely to class certification issues;

the plaintiffs filed a motion for class certification;

and the defendants filed motions for summary judgment on the basis of preclusion and lack of standing.

On March 28, 2022, the district court entered an order granting the defendant exchanges’ motion for summary judgment on the ground that the plaintiffs lacked standing, and dismissing without prejudice the plaintiffs’ claims on this basis.

Among other things, the court found that the plaintiffs failed to show that they had been injured and that, even putting aside this defect, the plaintiffs failed to produce evidence from which a jury could reasonably conclude that they suffered an injury traceable to any conduct of the exchanges.

The district court also held that the opinions of the plaintiffs’ principal expert witness in this matter were fundamentally flawed and unreliable, and therefore inadmissible.

In light of these holdings, the court denied as moot the plaintiffs’ motion for class certification and the exchanges’ motion for summary judgment on the basis of preclusion.

On April 25, 2022, the plaintiffs filed a notice of appeal of the dismissal order.

Effective as of June 6, 2022, the parties to the litigation executed settlement agreements pursuant to which, among other things, the plaintiffs withdrew their appeal with prejudice and provided the defendants a covenant not to sue (and additionally provided the NYSE and Cboe defendants a release of claims).

No monetary payment was made by the defendants.

The settlement agreements and dismissal of the appeal constitute the final resolution of this matter.

LIBOR Litigation

In 2019, three virtually identical purported class action complaints were filed in the Southern District against ICE and several of its subsidiaries, including ICE Benchmark Administration Limited, or IBA, collectively referred to as the ICE Defendants, as well as 18 multinational banks and various of their respective subsidiaries and affiliates, or the Panel Bank Defendants, by, respectively, Putnam Bank, a savings bank based in Putnam, Connecticut;

two municipal pension funds affiliated with the City of Livonia, Michigan;

and four retirement and benefit funds affiliated with the Hawaii Sheet Metal Workers Union.

IBA is the administrator for various regulated benchmarks, including the ICE LIBOR benchmark that is calculated daily based upon the submissions from a reference panel (which includes the Panel Bank Defendants).

The plaintiffs sought to litigate on behalf of a purported class of all U.S.-based persons or entities who transacted with a Panel Bank Defendant by receiving a payment on an interest rate indexed to a one-month or three-month USD LIBOR-benchmarked rate during the period from 2014 to 2019.

The plaintiffs alleged that the ICE Defendants and the Panel Bank Defendants engaged in a conspiracy to set the LIBOR benchmark at artificially low levels, with an alleged purpose and effect of depressing payments by the Panel Bank Defendants to members of the purported class.

Subsequent to the filing of the individual complaints, the various plaintiffs referenced above filed a consolidated amended complaint against the ICE Defendants and the Panel Bank Defendants.

As with the individual complaints, the consolidated amended complaint asserted a claim for violations of the Sherman and Clayton Antitrust Acts and sought unspecified treble damages and other relief.

The ICE Defendants and the Panel Bank Defendants filed motions to dismiss the consolidated amended complaint.

In 2020, the court issued a decision and order granting the ICE Defendants and the Panel Bank Defendants' motions to dismiss for failure to state a claim.

Among other things, the court found that the amended complaint “…is made up of almost entirely conclusory allegations and is essentially devoid of any evidence, direct or circumstantial, to support the conclusion that Defendants colluded with one another.”

The plaintiffs appealed the decision to the Second Circuit.

While briefing of the appeal was ongoing, each of the named plaintiffs withdrew from the case.

DYJ Holdings, LLC, a New Jersey-based holding company, was permitted, over the objection of the defendants, to intervene for the purpose of serving as named plaintiff and representative of the purported class.

On February 14, 2022, the Second Circuit dismissed the appeal for lack of jurisdiction, holding that DYJ Holdings, LLC, the sole entity attempting to pursue the appeal, lacked standing to do so.

The dismissal of the appeal constitutes the final resolution of this matter.

ICE Data Pricing & Reference Data Matter

Our subsidiary ICE Data Pricing & Reference Data, LLC, or PRD, is a registered investment advisor in the business of, among other things, providing clients with evaluated pricing and other information for fixed-income securities.

PRD formerly had a business practice of passing through third-party price quotes, or broker quotes, in certain fixed income securities as-is to its clients when PRD did not believe it had the capability to model an evaluated price for such securities.

Broker quoted securities were less than 2 % of the securities PRD priced.

A list of securities that were broker quoted, as distinguished from evaluated, was made available to PRD’s clients every day.

PRD first notified its clients on December 16, 2019 that it would cease providing broker quotes and did so as of October 1, 2020.

On December 9, 2020, following an SEC investigation of PRD’s legacy business practices with respect to broker quotes, the SEC announced a settlement in which PRD, without admitting or denying the findings therein, agreed to pay an $ 8 million civil monetary penalty, together with certain non-monetary provisions.

For further details about the settlement and underlying matter under investigation, please refer to Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, Administrative Proceeding File No.

3-20164 (In the Matter of ICE Data Pricing & Reference Data, LLC).

Separately, PRD’s legacy business practices with respect to broker quotes received from a now-bankrupt entity named Live Well Financial, Inc., or Live Well, are relevant to potential civil claims against PRD.

In August 2019, the SEC and the United States Department of Justice, respectively, filed civil and criminal charges against Live Well and certain of its executives, alleging that Live Well fraudulently provided over-stated “broker quotes” to a then-unnamed “industry-leading price service” (which was PRD).

Certain of Live Well’s financial institution creditors and its bankruptcy trustee asserted to PRD that they believed they had putative claims against PRD related to Live Well’s actions.

As of April 2022, PRD had resolved the potential claims of the trustee as well as all known claims of any of the financial institution creditors.

With the resolution of those clams, there are no known unresolved assertions of liability against PRD relating to broker quotes PRD received from Live Well.

Black Knight Transaction Litigation

On March 9, 2023, the Federal Trade Commission, or the FTC, filed an administrative complaint alleging that the proposed transaction between ICE and Black Knight, if consummated, would be an unfair method of competition in violation of Section 5 of the Federal Trade Commission Act, and that it would substantially lessen competition, or tend to create a monopoly, in violation of Section 7 of the Clayton Act.

The complaint sought a variety of injunctive relief, including, among other things, a prohibition on the completion of the transaction without the FTC’s consent and, if the transaction is completed, a divestiture or reconstitution of assets in a manner that restores such separate and independent businesses as the parties had operated prior to the completion of the transaction.

On April 10, 2023, the FTC filed a complaint in the United States District Court for the Northern District of California for a temporary restraining order and preliminary injunction enjoining the completion of the transaction.

On April 21, 2023, the court entered a temporary restraining order, or TRO, enjoining the completion of the transaction until the court ruled on the FTC’s motion for a preliminary injunction.

In their answers to the administrative and court complaints, filed on March 20, 2023 and April 25, 2023, respectively, ICE and Black Knight denied the FTC’s substantive allegations;

asserted numerous affirmative defenses;

described the pro-competitive aspects and significant lender, servicer, investor, vendor and consumer benefits relating to this transaction;

and denied that the combination of their respective businesses would violate any laws.

Additionally, the answers to the court complaint contained counterclaims by ICE and Black Knight against the FTC seeking declaratory relief that the FTC’s administrative process is unconstitutional and should be enjoined.

On July 17, 2023, the district court entered an order granting a joint motion by the parties to continue the evidentiary hearing on the FTC's motion for a preliminary injunction, noting that the parties were discussing a potential resolution of the matter resulting from the announcement of the planned divestiture of the Optimal Blue business (Note 3) and the FTC’s analysis

of the implications of the divestiture for this case and the administrative complaint.

On July 25, 2023, the FTC granted an unopposed motion filed by FTC counsel to withdraw the administrative complaint from adjudication, and, on August 7, 2023, the parties announced a joint stipulation to dismiss the federal court complaint and dissolve the TRO.

ICE and Black Knight entered into an Agreement Containing Consent Orders with the FTC's Bureau of Competition on August 25, 2023, which fully and finally resolved the matter upon completion of the transaction effective as of September 5, 2023.

PennyMac Arbitration

In 2019, Black Knight Servicing Technologies, LLC, or BKST, an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial, or the Black Knight Complaint, against PennyMac Loan Services, LLC, or PennyMac, in Florida state court.

The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP® System trade secrets by PennyMac for it to develop a mortgage servicing system (known as SSE) intended to replace the MSP® System.

The Black Knight Complaint seeks damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and a declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP® System and related trade secret and confidential information.

PennyMac filed a motion to compel arbitration of the action, and the trial court granted the motion in 2020.

The trial court’s order compelling arbitration was confirmed on appeal.

Shortly after the filing of the Black Knight Complaint, PennyMac filed an Antitrust Complaint, or the PennyMac Complaint, against Black Knight in the United States District Court for the Central District of California.

The PennyMac Complaint includes causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law.

The PennyMac Complaint seeks equitable remedies, damages and other monetary relief, including treble and punitive damages.

Generally, PennyMac alleges that Black Knight relies on various anticompetitive, unfair and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market.

Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST.

In 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss, and PennyMac filed a notice of dismissal of this action without prejudice and indicated that it intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third party claims and/or counterclaims in arbitration.

Following PennyMac’s submission of this matter in 2020 to the American Arbitration Association, PennyMac filed an amended arbitration demand and Black Knight filed an answering statement.

A multi-week arbitration hearing was held on Black Knight’s and PennyMac’s respective claims, and the hearing concluded in June 2023.

On November 29, 2023, the arbitrator issued an Interim Award that, among other things, found that PennyMac, in developing its SSE software, engaged in the unauthorized use of Black Knight’s confidential information;

granted Black Knight’s breach of contract claim on this basis;

and awarded Black Knight $ 155.2 million in damages (reduced to $ 150.2 million by a subsequent order dated January 3, 2024 clarifying the period through which damages applied).

The Interim Award denied Black Knight’s claim for misappropriation of trade secrets and granted or denied (or denied as moot) various of the parties’ respective other claims.

On January 12, 2024, the arbitrator entered a Final Award stating that an additional $ 7.0 million is owed to Black Knight for prejudgment interest for a total award of $ 157.2 million.

The arbitrator further found Black Knight is owed post-judgment interest to run beginning the day after the Interim Award (which, as of this filing, amounts to more than $ 2.5 million, and continues to accrue).

We expect PennyMac to pay Black Knight the amount owed in the first quarter of 2024.

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain.

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$ 162 $ 577 $ 5 $ 744

The above table excludes trades pending settlement with a net loss of $ 8 million as of December 31, 2022.

The above table includes a total of $ 50 million of net unsettled securities purchases as of December 31, 2023.

These trades settled in January 2024.

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$ 126 $ 563 $ 6 $ 695

The above table excludes trades pending settlement with a net benefit of $ 3 million as of December 31, 2021.

The above table includes a total of $ 8 million of net unsettled securities purchases as of December 31, 2022.

These trades settled in January 2023.

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Interest cost

Actuarial gain

( 169 ) ( 35 )

Actuarial (gain)/loss

Benefits paid

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Actual return on plan assets

( 186 ) ( 8 )

Benefits paid

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As of both December 31, 2023 and 2022, the cash surrender value of such policies was $ 64 million and is included in other non-current assets in the accompanying consolidated balance sheets.

We also acquired a SERP through both the ICE NGX and CHX acquisitions.

We also acquired a SERP through both the

ICE NGX and CHX acquisitions.

The following table provides a summary of the changes in the SERP benefit obligations (in millions):

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The resulting discount rates reflect the matching of plan liability cash flows to yield curves.

the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

To develop the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

The determination of the interest cost component utilizes a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to each year’s discounted cash flow.

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The weighted-average discount rate for determining the benefit obligation as of December 31, 2023 and 2022 was 4.7 % and 4.9 %, respectively.

The weighted-average discount rate for determining the interest cost as of December 31, 2022 and 2021 is 2.1 % and 1.6 %, respectively.

The following table shows the actuarial determined benefit obligation, interest costs, employee contributions, actuarial (gain)/loss, benefits paid during the periods and the accrued employee benefits (in millions):

The weighted-average discount rate for determining the interest cost as of December 31, 2023 and 2022 was 4.8 % and 2.1 %, respectively.

The following table shows the actuarial determined benefit obligation,

interest costs, employee contributions, actuarial (gain)/loss, benefits paid during the periods and the accrued employee benefits (in millions):

As of December 31,

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Interest cost

Actuarial gain

Actuarial (gain)/loss

Employee contributions

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These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income (see Note 17).

Our debt securities held at certain of our clearing houses for purposes of meeting regulatory capital requirements are primarily U.S.

Treasury securities or other high quality sovereign debt and are measured at fair value using Level 1 inputs with adjustments recorded in net income.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of December 31, 2022 or 2021.

Our equity investment in D&B (Note 4) was measured at fair value on a recurring basis using Level 2 inputs including the directly observable D&B stock price,

adjusted for a lack of marketability factor associated with the investment.

We sold this investment in 2023 and no longer held it as of December 31, 2023.

As described in Note 3, we measured the Promissory Note obtained in connection with the Optimal Blue sale using Level 3 inputs.

The valuation technique used was a discounted cash flow model using key unobservable assumptions included an estimated prepayment rate and a discount rate at the Divestiture Date.

For subsequent measurement as of December 31, 2023, we used a combination of the Level 3 inputs, a prepayment rate of 2 % and discount rate of 30.8 %, and indicative price points from the ongoing Promissory Note sale process resulting in a fair value loss of $ 160 million recorded in other income/(expense), net in the consolidated statements of income.

Increases to the prepayment rate and/or discount rate, in isolation, would result in a decrease in a fair value measurement.

Prior to the Divestiture Date, and excluding the Promissory Note, we did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of December 31, 2023 or 2022.

We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis.

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During 2022, we evaluated these intangible assets and investments and determined that the value of our equity method investment in Bakkt was impaired using a Level 1 input, which was the publicly-traded closing stock price of Bakkt on December 30, 2022, the last trading day of 2022.

As of December 31, 2022 and 2021, no other intangible assets or equity method investments were required to be recorded at fair value since no other impairments were recorded.

As of December 31, 2023 and 2022, no other intangible assets or equity method investments were required to be recorded at fair value since no other impairments were recorded, except for an impairment on certain trademark intangible assets which is recorded in depreciation and amortization in our consolidated statements of income.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU 2016-01 (see Note 2).

No fair value adjustments were required under our accounting policy election related to these investments (see Note 4).

No fair value adjustments were required under our accounting policy election related to these investments (see Note 4) during 2023 or 2022.

See Note 14 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

The table below displays the fair value of our debt as of December 31, 2023 and December 31, 2022.

The fair values of our fixed rate notes were estimated using quoted market prices for these instruments.

The fair value of our commercial paper as of December 31, 2021 includes a discount and other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of December 31, 2022 and December 31, 2021.

The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments.

The fair value of our commercial paper as of December 31, 2023 and 2022 includes a discount and other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of December 31, 2023 and December 31, 2022.

As of December 31, 2023 As of December 31, 2022

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$ 1,954 $ 1,954 $ — $ —

2.35 % Senior Notes due September 15, 2022

Other short-term debt

0.70 % Senior Notes due June 15, 2023

— — 997 1,000

3.45 % Senior Notes due September 21, 2023

4.00 % Senior Notes due October 15, 2023

2025 Term Loan due Aug 31, 2025 1,600 1,600 — —

3.65 % Senior Notes due May 23, 2025

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3.625 % Senior Notes due September 1, 2028

3.75 % Senior Notes due September 21, 2028

596 584 594 568

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1,222 898 1,221 841

As of December 31, 2022 As of December 31, 2021

(in millions)

Carrying Amount

4.95 % Senior Notes due June 15, 2052

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984 1,026 983 951

$ 22,613 $ 20,998 $ 18,122 $ 15,779

Segment Reporting

Our business is conducted through three reportable business segments, comprised of the following:

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

• Fixed Income and Data Services:

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

We provide fixed income pricing, reference data, indices, analytics and execution services, as well as global 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.

While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment.

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Our three segments do not engage in intersegment transactions.

During 2023, we reclassified certain revenues within our Mortgage Technology segment that were previously included in other revenues to closing solutions, origination technology and data and analytics revenues.

Closing solutions revenues now include membership dues, and origination technology revenues and data and analytics revenues now include their related professional services revenues.

As of December 31, 2023, other revenues are no longer separately presented.

We believe this is a more accurate reflection of the nature of these revenues.

The impact of this change was not material, and

the prior year periods have been adjusted for comparability.

Additionally, following the acquisition of Black Knight in the third quarter of 2023, we have added servicing software to our Mortgage Technology segment revenues.

Financial data for our business segments is as follows for 2023, 2022 and 2021 (in millions):

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Closing solutions — — 179 179

Servicing software — — 288 288

Data and analytics — — 156 156

Other — — 52 52

Revenues 6,355 2,231 1,317 9,903

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Closing solutions — — 239 239

Servicing software — — — —

Data and analytics — — 92 92

Other — — 53 53

Revenues 6,415 2,092 1,129 9,636

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Closing solutions — — 319 319

Servicing software — — — —

Data and analytics — — 76 76

Other — — 19 19

Revenues 5,878 1,883 1,407 9,168

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Operating income $ 2,523 $ 529 $ 397 $ 3,449

No customers or clearing members accounted for more than 10% of our Exchanges revenues, less transaction-based expenses during 2022.

Revenue from one clearing member of our Exchanges segment comprised $ 541 million or 12 % of our Exchanges revenue, less transaction-based expenses during 2023.

No customers or clearing members accounted for more than 10% of our revenues, less transaction-based expenses during 2022.

Revenue from one member of our Exchanges segment comprised $ 443 million or 11 % of our Exchanges revenue, less transaction-based expenses during 2021.

No customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues, less transaction-based expenses, in 2020.

Clearing members are primarily intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2021.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2023 or 2021.

Geographical Information

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The foreign countries category above primarily relates to the U.K.

and to a lesser extent, EU, Israel, Canada and Singapore.

and to a lesser extent, EU, India, Israel, Canada and Singapore.

Earnings Per Common Share

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

Changes in the weighted average common shares outstanding between years was primarily due to stock repurchases.

Changes in the weighted average common shares outstanding between years was primarily due to stock repurchases and the Black Knight acquisition in 2023.

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

During 2022, 2021 and 2020 531,000 , 281,000 and 372,000 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

In addition, we excluded warrants and preferred and common incentive units under the Bakkt Equity Incentive Plan in 2020 because they were also antidilutive.

None of these warrants and preferred/common units were outstanding as of December 31, 2022 or 2021 due to the deconsolidation of Bakkt.

As of both December 31, 2022 and 2021, there were 50,000 restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

During 2023, 2022 and 2021 outstanding stock options of 791,000 , 531,000 and 281,000 , respectively, were not included in the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

As of December 31, 2023 and 2022, there were 4,000 and 50,000 , respectively, restricted stock units that were vested but have not been issued that are included in the computation of diluted earnings per share.

Certain figures in the table above may not recalculate due to rounding.

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There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Except as described below, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

As a result, no corrective actions were taken.

In September 2023, we acquired Black Knight and are in the process of integrating the acquired business into our overall internal control over financial reporting process.

As permitted under applicable regulations, we have excluded Black Knight from our assessment of internal control over financial reporting as of December 31, 2023.

OTHER INFORMATION

Not applicable.

The following officers and directors adopted plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

(a) On November 7, 2023 , Judith A.

Sprieser , one of our directors , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,751 shares.

(b) On December 8, 2023 , Douglas A.

Foley , our SVP, Human Resources & Administration , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 17, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,400 shares.

Warren Gardiner , our Chief Financial Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 2,500 shares.

(d) On November 10, 2023 , Benjamin R.

Jackson , our President , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) January 20, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 27,970 shares.

(e) On November 17, 2023 , Lynn C.

Martin , our President , NYSE Group and Chair, ICE Fixed Income & Data Services, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Ms.

Martin's tax withholding obligations.

(f) On December 5, 2023 , Andrew J.

Surdykowski , our General Counsel , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the

Exchange Act.

The plan expires on the earlier of (i) January 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 3,500 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Surdykowski's tax withholding obligations.

(g) On November 13, 2023 , Stuart G.

Williams , our Chief Operating Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) May 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

Williams' tax withholding obligations.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and employee stock purchase plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to our Board of Directors set forth under the caption “Proposal 1 — Election of Directors — Nominees for Election as Directors at the 2023 Annual Meeting” in our Proxy Statement for our 2023 Annual Meeting of Stockholders (“2023 Proxy Statement”) is incorporated herein by reference.

Information relating to our executive officers is, pursuant to General Instruction G(3) of Form 10-K, set forth below under the caption “Executive Officers.” Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Common Stock with the reporting requirements of Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), set forth under the caption “Delinquent 16(a) Reports” in the 2023 Proxy Statement is incorporated herein by reference.

Information relating to our Board of Directors set forth under the caption “Proposal 1 — Election of Directors — Nominees for Election as Directors at the 2024 Annual Meeting” in our Proxy Statement for our 2024 Annual Meeting of Stockholders, or the 2024 Proxy Statement, is incorporated herein by reference.

Information relating to our executive officers is, pursuant to General Instruction G(3) of Form 10-K, set forth below under the caption “Executive Officers.” Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Common Stock with the reporting requirements of Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), set forth under the caption “Delinquent Section 16(a) Reports” in the 2024 Proxy Statement is incorporated herein by reference.

Information relating to our financial expert serving on our Audit Committee (Item 407(d)(5) of Regulation S-K), our Nominating and Corporate Governance Committee (Item 407(c)(3) of Regulation S-K), and our Audit Committee (Item 407(d)(4) of Regulation S-K) is set forth under the caption “Meetings and Committees of the Board of Directors” in our 2024 Proxy Statement and is incorporated herein by reference.

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Christopher S.

Edmonds 53 Chief Development Officer

Edmonds 54 President, Fixed Income & Data Services

Foley 52 SVP, Human Resources & Administration

Kapani 55 Chief Technology Officer

46 President, NYSE Group and Chair, ICE Fixed Income & Data Services

King 56 Global Head of Clearing & Chief Regulatory Officer

Martin 47 President, NYSE Group and Chair, ICE Fixed Income & Data Services

Surdykowski 53 General Counsel

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Prior to acquiring CPEX, Mr.

Sprecher held a number of positions, including President, over a fourteen-year period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants.

Sprecher held a number of positions, including President, over a fourteen-

year period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants.

While with Western Power, he was responsible for a number of significant financings.

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Christopher S.

Edmonds has served as Chief Development Officer, overseeing all of ICE’s clearing house operations and the global risk management team since January 2022.

Additionally, he coordinates the company’s marketing and public relations endeavors.

He previously served as Global Head of Clearing & Risk and Senior Vice President of Financial Markets, where he oversaw the development of initiatives within ICE’s exchange-listed and OTC financial markets, from January 2014 to December 2021, and President of ICE Clear Credit, ICE’s credit default swap clearing house, from February 2010 to December 2013.

Edmonds has served as President, Fixed Income & Data Services since January 2024.

He is responsible for managing ICE’s global fixed income and data business, including pricing and analytics, reference data, indices, desktop solutions, consolidated feeds, connectivity services and the ICE Bonds execution venues.

In this role, Mr.

Edmonds also oversees ICE’s product initiative around sustainable investing.

Edmonds previously served as Chief Development Officer from January 2022 to December 2023, where he oversaw all of ICE’s clearing house operations and the global risk management team and coordinated ICE's marketing and public relations endeavors.

He previously served as Global Head of Clearing & Risk and Senior Vice President of Financial Markets from January 2014 to December 2021, and President of ICE Clear Credit, ICE’s credit default swap clearing house, from February 2010 to December 2013.

Prior to joining ICE in February 2010, Mr.

Edmonds served as CEO of the International Derivatives Exchange Group, a clearing house for interest rate swaps.

His professional career began at APB Energy, focusing on advising businesses on strategic planning in technology, sales, marketing and operations.

His professional career began at APB Energy, focusing on advising businesses on strategic planning in technology, sales and marketing.

He earned a Bachelor of Arts degree in Political Science from the University of Alabama at Birmingham.

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Jackson is responsible for ICE's global technology, information security and operations and is responsible for coordinating global futures and OTC trading businesses.

Additionally, he leads the integration planning and execution of ICE's acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology.

Additionally, he leads the integration planning and execution of ICE's acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology Holdings, Inc.

Jackson previously served as Chief Commercial Officer, and prior to that President and Chief Operating Officer of ICE Futures U.S.

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After joining ICE in 2006, Mr.

Kapani served as Senior Vice President, Trading Technology, assuming technology responsibility for all ICE futures and options exchange platforms, ICE Trade Vault, ICE Benchmark Administration and ICE

Data Derivatives.

Kapani has been recognized by Institutional Investor in the Trading Technology 40, an industry ranking of the leading technology executives in the financial markets, in 2016, 2017 and 2018.

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Kapani served as Vice President of Options Development at the Philadelphia Stock Exchange, where he focused on the transition of trading from a floor-based model to a high performance electronic platform.

Kapani earned a Bachelors of Technology degree from the Indian Institute of Technology Kharagpur and completed the Wharton Management Program.

Martin is President of NYSE Group, a wholly-owned subsidiary of Intercontinental Exchange, Inc.

NYSE Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as five fully electronic equity markets and two options exchanges.

In addition, she has served as Chair of Fixed Income & Data Services since October 2020.

Martin served as President of ICE Data Services from July 2015 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to September 2019.

She is responsible for managing ICE's global data and fixed income businesses including the ICE Bonds execution venues and pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Prior to her current role, Ms.

Martin served as Chief Operating Officer of ICE Clear U.S., Inc.

Kapani earned a Bachelor's of Technology degree from the Indian Institute of Technology Kharagpur and completed the Wharton Management Program.

King has served as Global Head of Clearing and Chief Regulatory Officer since January 2024 and as Chief Regulatory Officer since October 2018.

She is responsible for overseeing all of ICE’s clearing house operations and the global risk management team.

As ICE’s Chief Regulatory Officer, Ms.

King oversees the Company’s global regulatory and government affairs strategies and initiatives.

King previously served as President, Sustainable Finance.

In this role, she led ICE’s product initiative around sustainable investing, including overseeing the NYSE's Board Advisory Council, which addresses the critical need for inclusive leadership by NYSE-listed and prospective listed companies.

Prior to 2022, Ms.

King was General Counsel and Corporate Secretary of NYSE Group and, prior to joining ICE in March 2014, Deputy General Counsel and Global Head of Regulatory Affairs at securities trading firm KCG

Holdings, Inc.

Before joining KCG, she was Associate Director, Division of Trading and Markets at the SEC, where she was responsible for the SEC’s regulatory program for oversight of the securities markets.

King holds a J.D.

from the University of Pennsylvania, and an A.B.

from Duke University.

Martin has served as President of NYSE Group, a wholly-owned subsidiary of ICE, since January 2022.

NYSE Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as four fully electronic equity markets and two options exchanges.

In addition, Ms.

Martin serves as Chair of Fixed Income & Data Services at ICE, which includes ICE Bonds execution venues, securities pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Additionally, Ms.

Martin coordinates the Company’s marketing and public relations endeavors.

Previously, Ms.

Martin served as President of Fixed Income & Data Services from 2020 to 2022 and President of ICE Data Services from 2015 to 2020.

Prior to her roles with ICE Data Services, Ms.

Martin served as Chief Operating Officer of ICE Clear US, Inc.

Martin joined NYSE Euronext in 2001 and served in a number of leadership roles, including CEO of NYSE Liffe U.S.

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Prior to joining NYSE Euronext, Ms.

Martin worked at IBM in their Global Services organization where she served a variety of functions, predominantly as a project manager within the financial services practice.

Martin worked at IBM in its Global Services organization.

Martin holds a Bachelor of Science degree in Computer Science from Manhattan College and a Master of Arts in Statistics from Columbia University.

Martin serves on the Manhattan College Board of Trustees as well as the Advisory Board of the School of Science and is a member of Phi Beta Kappa National Honor Society.

Martin serves on the Manhattan College Board of Trustees as well as the Advisory Board of the School of Science and is a member of the Phi Beta Kappa National Honor Society.

Surdykowski has served as General Counsel since October 2018.

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Our Global Code of Business Conduct also meets the requirements of a code of ethics and business conduct under the New York Stock Exchange listing standards.

Our Global Code of Business Conduct is available on our website at www.intercontinentalexchange.com under the heading “Investor Relations” “Governance” then "Governance Overview." We intend to disclose promptly on our website any substantive amendments to our Global Code of Business Conduct.

Our Global Code of Business Conduct is available on our website at www.ice.com under the heading “Investor Relations” “Governance” then "Governance Overview." Within the time period required by the SEC, we intend to disclose on our website any substantive amendments to our Global Code of Business Conduct and any waiver of our Global Code of Business Conduct applicable to any executive officer, director or senior financial officer.

We will also provide a copy of the Global Code of Business Conduct to stockholders at no charge upon written request.

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INDEX TO EXHIBITS

The following exhibits are filed with this Report.

The following exhibits are filed with this Annual Report.

We will furnish any exhibit upon request to Intercontinental Exchange, Inc., Investor Relations, 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328.

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(incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 6, 2022, File No.

2.2 — Amendment No.

1, dated as of March 7, 2023, to the Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc.

(incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on March 7, 2023, File No.

3.1 — Sixth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No.

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4.9 — Form of 4.250% Senior Notes due 2048 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No.

4.10 — Form of 4.250% Senior Notes due 2048 (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No.

4.10 — Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No.

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4.16 — Form of 3.000% Senior Notes due 2060 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

4.18 — Form of 3.000% Senior Notes due 2060 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No.

4.17 — Fourth Supplemental Indenture dated as of May 23, 2022 between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

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4.23 — Form of 5.200% Senior Notes due 2062 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.7 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No.

4.26 — Description of ICE’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.25 to Intercontinental Exchange, Inc .

's Annual Report on Form 10-K filed with the SEC on February 3, 2022, File No.

4.24 — Indenture among Black Knight InfoServ, LLC, the Guarantors party thereto and Wells Fargo Bank, National Association, dated August 26, 2020 (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No.

4.25 — Form of 3.625% Senior Note s due 2028 of Black Knight InfoServ, LLC (included as an exhibit to the Indenture dated as of August 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No.

4.26* — Description of ICE’s Securities Registered under Section 12 of the Exchange Act.

10.1 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

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10.3 — Employment Agreement dated February 1, 2023 between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

and Christopher Edmonds (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, File No 001-36198).

10.4 — Employment Agreement dated August 1, 2016 between Intercontinental Exchange Holdings, Inc.

5 unchanged sentences

officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No.

10.7 — Transition and Separation Agreement, dated as of March 14, 2022, between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Amendment No.

1 to Current Report on Form 8-K filed with the SEC on March 17, 2022, File No.

10.8 — Intercontinental Exchange Holdings, Inc.

2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No.

10.7 — Intercontinental Exchange, Inc.

Annual Executive Bonus Plan.

Annual Executive Bonus Plan (incorporated by reference to Exhibit 10.9 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

001-36198 ) .

10.8 — Intercontinental Exchange Holdings, Inc.

2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No.

10.9 — Black Knight, Inc.

Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Registration Statement on Form S-8, filed with the SEC on September 5, 2023, File No.

10.10 — Intercontinental Exchange, Inc.

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10.16 — Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

10.17 — Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan .

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

10.18 — Form of 2023 Performance-Based Restricted Stock Unit Award Agreement (Deal Incentive Award) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 6, 2023, File No.

10.19 — Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C.

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10.23 — Aircraft Time Sharing Agreement dated as of February 2, 2022 between Intercontinental Exchange Holdings, Inc.

and Warren Gardiner (incorporated by reference to Exhibit 10.23 to Intercontinental Exchange, Inc .

's Annual Report on Form 10-K file d with the SEC on February 3, 2022, File No.

10.24 Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

Goone (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, File No.

and Warren Gardiner (incorporated by reference to Exhibit 10.23 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 3, 2022, File No.

10.24 — Aircraft Time Sharing Agreement dated as of April 17, 2023 between Intercontinental Exchange Holdings, Inc.

and Christopher Edmonds (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023, File No.

10.25 — Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.

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32.2** — Section 1350 Certification of Chief Financial Officer.

97* — Intercontinental Exchange, Inc.

Mandatory Clawback Policy.

101 — The following materials from Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language):

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104 — The cover page from Intercontinental Exchange, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline XBRL.

* Filed herewith.

** Furnished herewith.

These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, or otherwise subject to the liability of that Section.

Such exhibits shall not be deemed

incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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/s/ Jeffrey C.

Chief Executive Officer

Chair and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey C.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data