5 unchanged sentences
Our segments are as follows:
−Removed: 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.
+Added: 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 our exchanges and clearing houses.
• Fixed Income and Data Services:
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We operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities, such as commodities, interest rates, foreign exchange and equities as well as corporate and exchange-traded funds, or ETFs.
−Removed: We operate multiple trading venues, including 13 regulated exchanges and six clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.
+Added: We operate multiple trading venues, including 13 regulated exchanges and 6 clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.
Our Exchanges segment includes trading and listings revenue from our global futures network and the New York Stock Exchange and other registered securities exchanges, or collectively, the NYSE, and various data and connectivity services that are directly related to those exchange platforms.
1 unchanged sentence
Our Exchanges segment generated revenues, less transaction-based expenses of $5.0 billion and accounted for 53% of our consolidated revenues, less transaction-based expenses in 2024.
−Removed: Our Exchanges business can experience moderate seasonal fluctuations, although such seasonal impacts have been somewhat muted in periods of high volume trading.
Key asset classes include:
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Our flagship Brent crude oil contract serves as the cornerstone of a global oil network that today includes over 800 related crude and refined oil products including locational and refined spreads.
−Removed: In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer one of the broadest footprints of regional and global natural gas benchmarks, which span North America, Europe and Asia.
+Added: In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer one of the broadest footprints of regional and global natural gas benchmarks, which spans North America, Europe and Asia.
Our leading environmental and power markets round out our diverse global energy network.
For over two decades, our environmental markets have provided customers risk management tools to meet carbon cap and trade program requirements and renewable fuel standards.
−Removed: Increasingly, market participants are turning to our global environmental markets to help navigate and manage risk related to climate change, the energy transition and the move to net zero emissions.
+Added: Increasingly, market
+Added: participants are turning to our global environmental markets to help navigate and manage risk related to climate change, the energy transition and the move to net zero emissions.
• Agricultural & Metals Futures and Options:
We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and sugar.
−Removed: Our benchmark contracts offer one of the most globally relevant
−Removed: price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery.
+Added: Our benchmark contracts offer one of the most globally relevant price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery.
• Financial Futures and Options:
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In addition to corporate listings, the NYSE is a global leader in ETF listings with 75%, or roughly $7.8 trillion, of ETF assets under management, or AUM, as of December 31, 2024.
−Removed: Additionally, in 2023, NYSE reported 32 listing transfers from competing exchanges, the second-highest total since 2002, bringing $120 billion in new market capitalization to the exchange and also listed two of the year's three largest IPOs.
Revenues from listing fees are largely recurring in nature.
−Removed: We operate six clearing houses, each of which acts as a central counterparty, or CCP, that, for its clearing members, becomes the buyer to every seller and the seller to every buyer.
+Added: We operate 6 clearing houses, each of which acts as a central counterparty, or CCP, that, for its clearing members, becomes the buyer to every seller and the seller to every buyer.
Through this CCP function, our clearing houses provide financial security for each transaction, for the duration of the position, by limiting counterparty credit risk.
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In addition, the table below includes a guaranty fund of $215 million maintained by ICE NGX funded by the following:
−Removed: (1) a $200 million letter of credit issued by a major Canadian chartered bank, and backed by default insurance underwritten by Export Development Canada, a Crown corporation operated at arm’s length from the Canadian government, and (2) $15 million, which is included in our total cash contribution of $340 million, held as restricted cash to fund the first loss amount ICE NGX is responsible for under the default insurance policy.
+Added: (1) a $200 million letter of credit issued by a major Canadian chartered bank, and backed by default insurance underwritten by Export Development Canada, a Crown corporation operated at arm’s length from the Canadian government, and (2) $15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy.
+Added: Separately, ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event that a direct participant of the ICE NGX clearing house, or Contracting Party, defaults.
Our contributions to each clearing house as of December 31, 2024 are listed below and our clearing houses are referred to herein collectively as “the ICE Clearing Houses”:
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ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts U.K.
−Removed: ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and third-party venues Exchanges $297 million
+Added: ICE Futures Europe, ICE Futures U.S., ICE Endex and ICE Futures Abu Dhabi Exchanges $297 million
ICE Clear U.S.
−Removed: Agricultural, metals, foreign exchange, or FX, interest rate, and equity index futures and/or options contracts U.S.
+Added: Agricultural, metals, foreign exchange, or FX, interest rate, and equity index futures and options contracts U.S.
ICE Futures U.S.
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ICE Clear Singapore Energy, metals and financial futures products Singapore ICE Futures Singapore Exchanges $1 million
−Removed: ICE NGX Physical North American natural gas and electricity Canada ICE NGX Exchanges $215 million
+Added: ICE NGX Physical North American natural gas, environmental commodities and physical and financial electricity Canada ICE NGX Exchanges $245 million
(1) Although ICE Clear Credit is included in the Fixed Income and Data Services reporting segment, it is included in the table as a part of our suite of global clearing houses.
−Removed: In 2022, we announced our decision to cease our CDS clearing service at ICE Clear Europe, our clearing house in the U.K.
−Removed: All cleared CDS positions at ICE Clear Europe were successfully closed, with the majority re-established at ICE Clear Credit in October 2023.
−Removed: Moving forward, our sole CDS clearing offering is our ICE Clear Credit clearing house in the U.S.
−Removed: All CDS products have been delisted at ICE Clear Europe and the final regulatory steps for de-registration have been completed as of December 31, 2023.
Fixed Income and Data Services Segment
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We are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.
−Removed: Our reference data offering complements our evaluated pricing by providing our clients a broad range of
−Removed: descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.
+Added: Our reference data offering complements our evaluated pricing by providing our clients a broad range of descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.
We also offer a range of fixed income analytics and other workflow solutions including:
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Our fixed income customers use our data, indices and analytics to inform pre-trade decision making, support post-trade regulatory and compliance needs and improve operational efficiency.
−Removed: In addition, our newer offerings in this area include a variety of ESG data and analytics offerings.
+Added: In addition, our newer offerings in this area include a variety of sustainable data and analytics offerings.
Fixed Income Data and Analytics revenues are largely recurring in nature.
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Mortgage Technology Segment
−Removed: Over the last seven years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S.
+Added: Over the last eight years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S.
residential mortgage market.
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Our closing solutions connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the closing and recording process.
−Removed: Closing solutions also include revenues from our Mortgage Electronic Registration Systems, Inc., or MERS, database, which provides a system of record for recording and tracking changes and servicing rights and beneficial ownership interests in loans secured by U.S.
+Added: Closing solutions also include revenues from our MERSCORP Holdings, Inc., or MERS, database, which provides a system of record for recording and tracking changes, servicing rights and beneficial ownership interests in loans secured by U.S.
residential real estate.
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Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.
+Added: Revenues related to our servicing software products are largely recurring in nature.
Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and to facilitate more efficient loss mitigation processes.
We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to properties in foreclosure, as well as tools to support loss analysis, to help servicers make the right decisions at the right time.
+Added: Revenues from default servicing solutions are largely transaction-based and are based on the number of foreclosures.
• Data and Analytics:
−Removed: Our data and analytics offerings include those related to ICE Mortgage Technology’s Data & Document Automation, or DDA, Mortgage Analyzer solutions, or Analyzer (formerly known as AIQ), which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.
+Added: Our data and analytics offerings include those related to ICE Mortgage Technology’s Data & Document Automation, or DDA, Mortgage Analyzer solutions, or Analyzer, which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.
Analyzer revenues can be both recurring and transaction-based in nature.
−Removed: In addition, our data offerings include near real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends in nearly half of the U.S.
−Removed: residential mortgage market.
−Removed: We also provide a Data as a Service, or DaaS, for lenders and industry participants to access industry data and origination information.
+Added: In addition, our data offerings include near real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends in the U.S.
+Added: residential mortgage market, as well as credit and prepayment models,
+Added: custom and proprietary analytics, valuation, and MLS solutions.
+Added: We also provide de-identified mortgage origination data for lenders and industry participants to access industry data and origination information.
The data and insights from these solutions inform, support and enhance our other solutions to help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads.
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Cybersecurity
−Removed: Our business activities rely extensively on technology and software, including the systems used by our business partners, regulators and customers.
−Removed: In addition, our activities involve the use and retention of confidential data and information.
−Removed: These activities make us susceptible to cyberattacks.
−Removed: We employ the following activities, processes and strategies to help evaluate, manage and address these risks.
−Removed: We maintain a Cybersecurity Strategy, or CSS, which emphasizes consideration of the nature of our business, ongoing intelligence collection regarding cybersecurity threats, and initiatives to specifically address prominent areas of cybersecurity risk.
−Removed: The CSS outlines the key priorities for our cybersecurity program and the methods by which our Information Security department seeks to accomplish those goals.
−Removed: • Governance and Leadership:
−Removed: Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.
−Removed: The Risk Committee of our Board of Directors has been delegated the primary responsibility for overseeing management’s identification and mitigation of cybersecurity risk.
−Removed: The Risk Committee is composed of board members with diverse expertise including cybersecurity, risk management, technology, business operations, regulatory and finance.
−Removed: The Risk Committee receives presentations on at least a quarterly basis from the CISO and senior members of the Enterprise Risk Management, or ERM, team, and the Chair of the Risk Committee provides reports to the full Board of Directors following such presentations.
−Removed: Our Information Security department is led by our CISO, who, in addition to quarterly presentations to the Risk Committee of our Board of Directors, also provides comprehensive reports to a dedicated internal governance committee at least quarterly outlining threat assessment, control performance, and ongoing enhancements.
−Removed: Our current CISO has served in the role since September 2021 and leads the cybersecurity program across our regulated futures and options exchanges, CCPs, trade repositories, equities venues, systemically important financial market utilities (SIFMUs) and our data services network and mortgage technology platforms.
−Removed: Prior to joining ICE, our CISO served as CISO of the White House Military Office and as CISO for two technology companies, and has more than 20 years of experience in cybersecurity, national security, and intelligence.
−Removed: Additionally, cybersecurity matters are reported to and discussed with a cross-subsidiary leadership committee and subsidiary boards.
−Removed: The Cyber Threat Intelligence team monitors multiple cybersecurity intelligence feeds and curates the applicable data.
−Removed: In the event we identify a cybersecurity threat applicable to us, we have a process to evaluate, escalate to Senior Management and respond to the threat faced.
−Removed: In addition, our CISO and other senior security leaders conduct periodic cybersecurity education sessions with our employees and directors.
−Removed: These sessions cover general cybersecurity topics as well as specific details regarding our cybersecurity program.
−Removed: • Risk Management :
−Removed: Cybersecurity risk management is integrated into our broader ERM framework.
−Removed: Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise
−Removed: Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.
−Removed: Additionally, thematic threats such as sabotage, fraud, and theft of assets or customer data are used to frame our risk management activities.
−Removed: Asset theft often involves organized crime or financially motivated nations staging sophisticated, well-planned campaigns to steal significant cash, cryptocurrency, or equivalent assets.
−Removed: Our thematic threats, along with others, are evaluated by our Board of Directors as well as our Risk Committee, Corporate Risk Officer and Chief Information Security Officer, or CISO.
−Removed: The CSS provides the framework we use for assessing risk, prioritizing testing, identifying remedial actions and validating improvements.
−Removed: The CSS also provides for the deployment of external and internal teams of ethical hackers that operate alongside our traditional vulnerability detection processes.
−Removed: • Information Sharing :
−Removed: We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when appropriate.
−Removed: Our cybersecurity leaders hold memberships and/or positions within the Financial Services Information Sharing and Analysis Center, or FS-ISAC, and the cross-sector Analysis and Resiliency Center, or ARC, in the U.S., the Financial Sector Cyber Collaboration Centre, or FSCCC, in the U.K., and similar organizations across the Europe, Middle East and Africa, or EMEA, and Asia Pacific, or APAC, regions.
−Removed: • Third-Party Risk Oversight:
−Removed: We maintain a third-party risk management program.
−Removed: Our Information Security team provides subject matter expertise to our vendor management team to help assess a vendors' cybersecurity processes.
−Removed: Vendors are assessed before we engage them, and once engaged, are monitored periodically to ensure that they maintain compliance with our cybersecurity standards.
−Removed: • Independent Security Attestation:
−Removed: We utilize both internal assessments and assessments by third-parties, including external security assessors, consultants and auditors, to evaluate and test our cybersecurity program.
−Removed: ICE’s Internal Audit, ERM, and Information Security Assurance teams conduct frequent assessments of varying scope to validate that our cybersecurity program controls and remediation processes are operating effectively.
−Removed: External auditors are contracted to perform annual Service Organization Controls, or SOC, report attestations of both business and security controls.
−Removed: In addition, our Cybersecurity Incident Response Plan is tested at least annually.
−Removed: Our internal "red team" conducts multiple tests each year driven by key cybersecurity risks.
−Removed: The results of these reviews alongside frequent regulatory and customer examinations are assessed, with any resulting mitigation activity assigned and tracked to remediation.
−Removed: Our identification of risks and selection of cyber-related controls is performed in the context of the critical financial infrastructure we maintain and operate.
−Removed: Our ongoing threat assessments are intended to identify changes in external events and in our activities, infrastructure and processes that could necessitate reprioritization of risks and controls.
−Removed: The nature of our business activities mandates an emphasis on sabotage and asset theft as primary threats in addition to contemporary themes of data theft.
−Removed: Our focus on these threats leads to an emphasis on network security, social engineering controls, behavioral detection of insider threat, and deliberate and rehearsed recovery strategies.
−Removed: Although we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity threats, we have been, and expect to continue to be, subject to cyberattacks, hacking and other cybersecurity risks.
−Removed: For further information on our cybersecurity risks, see Part I, Item 1(A), "Risk Factors", including the risk factor entitled “Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms,” included elsewhere in this Annual Report.
+Added: Our business is susceptible to cyberattacks due to our reliance on technology and software used by us and third parties, as well as due to our use and retention of confidential data.
+Added: For further discussion of our cybersecurity activities and strategies, see Part I, Item 1(C), "Cybersecurity".
Intellectual Property
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As of December 31, 2024, we had a total of 12,920 employees.
−Removed: In the U.S., we had a total of 8,074 employees, including 1,506 in New York, 1,295 in Georgia, 2,970 in Florida, 805 in California, 318 in Massachusetts and 256 in Illinois.
+Added: In the U.S., we had a total of 7,747 employees.
Internationally, we had a total of 5,173 employees, including 3,394 in India, 789 in the U.K.
−Removed: and 420 in continental Europe.
+Added: and 399 in the rest of Europe.
Of our total employee base, less than 1% is subject to collective bargaining agreements, and such relations are considered to be good.
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Our industry is competitive, and the expectations are high.
−Removed: To achieve our business objectives, we aim to offer pay commensurate with performance, a diverse and inclusive work environment, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.
+Added: To achieve our business objectives, we aim to offer pay commensurate with performance, a diverse
+Added: and inclusive work environment, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.
We use a mix of channels to gather input from employees throughout our organization.
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We review the competitiveness of our compensation and benefits frequently.
−Removed: Inclusion and Diversity
−Removed: We are committed to supporting inclusion and diversity.
As an equal opportunity employer, all qualified applicants receive consideration without regard to race, color, religion, gender, sexual orientation, gender identity, national origin or ancestry, age, disability or veteran status, or other protected status.
−Removed: To promote our business objectives, we are focused on increasing and supporting inclusion and diversity across our broader employee population and Board of Directors.
+Added: To promote our business objectives, we are focused on supporting inclusion and belonging across our broader employee population and the representation of diverse experiences and perspectives on our Board of Directors.
We hold ourselves accountable via periodic data reporting to senior management, data reporting to our Board of Directors, and transparency in reporting data to our stakeholders via our annual Sustainability Report, including Equal Employment Opportunity, or EEO-1 data.
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Financial education is the cornerstone of our corporate giving efforts, which include support for several organizations.
−Removed: We underwrite financial education programs in the U.S., U.K., India and Israel.
+Added: We underwrite financial education programs in the U.S., U.K.
We make additional charitable contributions throughout the communities where we have offices and our employees are encouraged to do the same, including through a $5,000 annual match to employees for charities of their choice.
Corporate Citizenship
−Removed: We strive to create long-term value for our stockholders and meet sustainability goals for all of our stakeholders.
+Added: We strive to create long-term value for our stockholders, including by promoting sustainable business practices.
That includes a focus on:
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• Environmental risks and opportunities:
−Removed: We are addressing our impact on the climate, the climate’s impact on our business and our opportunities to make a broader impact through our products and services.
+Added: We are addressing our impact on the climate, the climate’s impact on our business and our opportunities to support a broader sustainability impact through our products and services.
For additional information, please refer to the human capital, risk management and sustainability sections of our website at www.ice.com.
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We offer a range of central clearing and related risk management services to promote the liquidity and security of our markets in jurisdictions around the world and to meet local regulatory and operational needs in key financial market centers.
−Removed: The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’
−Removed: identities as reliable and secure marketplaces for global transactions.
+Added: The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’ identities as reliable and secure marketplaces for global transactions.
Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk.
3 unchanged sentences
• Broad Distribution:
−Removed: We operate multiple trading venues, including 13 regulated exchanges, as well as six clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East.
+Added: We operate multiple trading venues, including 13 regulated exchanges, as well as 6 clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East.
Our ICE Global Network provides connectivity to over 150 trading venues and data from over 750 data sources, including ICE-operated markets and data services.
5 unchanged sentences
In our Fixed Income and Data Services segment, we offer customers solutions that span their workflows including pre-trade analytics, an array of execution protocols, and post-trade services all designed to improve asset class transparency and bring efficiency to customers' workflows.
−Removed: In our Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S.
+Added: Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S.
residential mortgage loans.
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Our growth strategy has been to expand the networks we serve by, in part, adding new data, technology, connectivity and other workflow tools.
−Removed: By bringing together leading technology with a wide range of data and analytics, as well as an array of delivery mechanisms, we offer customers a comprehensive and flexible solution to address the need for more
−Removed: transparency, efficiency and information across their respective workflows.
+Added: By bringing together leading technology with a wide range of data and analytics, as well as an array of delivery mechanisms, we offer customers a comprehensive and flexible solution to address the need for more transparency, efficiency and information across their respective workflows.
Our growth has been driven by many factors, such as increased automation, regulation and demand for independent, secure, real-time information.
24 unchanged sentences
The CEA generally requires that futures trading in the U.S.
−Removed: be conducted on a commodity exchange registered as a Designated Contract Market,
+Added: be conducted on a commodity exchange registered as a Designated Contract Market, or DCM.
As a registered DCM, ICE Futures U.S.
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We have a U.S.
−Removed: subsidiary that is registered with the SEC under the Investment Advisers Act of 1940, or the Investment Advisers Act, for its evaluated pricing and other advisory services.
+Added: subsidiary, ICE Data Pricing & Reference, LLC, that is registered with the SEC under the Investment Advisers Act of 1940, or the Investment Advisers Act, for its evaluated pricing and other advisory services.
The Investment Advisers Act imposes numerous regulatory obligations on registered investment advisers, including those relating to the management and distribution of products and services, record-keeping, compliance oversight, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities.
7 unchanged sentences
Benchmarks Regulation, or U.K.
−Removed: In addition, ICE Benchmark Administration Limited, or IBA, is authorized and regulated by the FCA for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K.
+Added: In addition, ICE Benchmark Administration Limited, or IBA, applies the IOSCO Principles for Financial Benchmarks to its indices and is authorized and regulated by the FCA for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K.
Regulation of our Mortgage Business
1 unchanged sentence
residential mortgage industry.
−Removed: In September 2023, ICE acquired Black Knight, which provides software, data and analytics to the real estate, mortgage lending, servicing, and secondary markets, and integrated the acquisition into its ICE Mortgage Technology business.
ICE Mortgage Technology is subject to supervision and examination by the Federal Financial Institutions Examination Council, or FFIEC, and its member agencies because ICE Mortgage Technology is a third-party technology service provider to financial institutions directly regulated by the FFIEC's member agencies.
13 unchanged sentences
The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation.
−Removed: Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at ICE clearing houses.
+Added: Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at our clearing houses.
The Basel III Endgame proposal could also discourage participation in mortgage lending and servicing, resulting in a reduction of mortgage volumes at ICE Mortgage Technology, negatively impact U.S.
capital markets, end users' ability to hedge and raise financing through public markets and degrade liquidity.
−Removed: In 2022 and 2023, the European Commission, European Parliament, and Council of the EU each published proposals amending the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0.
−Removed: While the proposals differ, each includes requirements for certain EU market participants to maintain active accounts at an EU CCP and to clear a subset of their transactions in derivatives contracts identified as being of substantial systemic importance.
−Removed: The European Commission has identified three classes of derivatives as being of substantial systemic importance, including euro-denominated short-term interest rate derivatives, or STIR, traded on ICE Futures Europe and cleared at ICE Clear Europe, and euro-denominated credit default swaps cleared at ICE Clear Credit.
−Removed: If adopted, these requirements could result in a reduction of traded and cleared contracts at ICE Futures Europe, ICE Clear Europe and ICE Clear Credit.
−Removed: • Changes to EU regulation of gas and power markets.
−Removed: In November 2023, the European Parliament and Council of the EU reached a provisional agreement on proposals to amend the Regulation on Wholesale Energy Market Integrity and Transparency, or REMIT, by introducing requirements for non-EU firms trading in European gas and power markets to designate a representative in the EU.
−Removed: These requirements could make trading on ICE Endex more difficult and could result in a reduction in volumes and liquidity.
+Added: The Basel III Endgame received significant industry feedback, and in September 2024, Michael Barr, Vice Chairman for Supervision of the Federal Reserve, indicated that he intends to recommend that both the Basel III Endgame and G-SIB surcharge be re-proposed.
+Added: Under the new administration, it is possible that the Basel III Endgame and G-SIB surcharge could be revised beyond the changes suggested by Michael Barr.
+Added: Under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0, EU counterparties will need to establish accounts and clear a minimum number of trades (referred to as the active account requirement) in euro-denominated short-term interest rate products with an EU-based clearing house which will affect ICE Euribor and €STR contracts.
• Policy intervention to address high energy prices .
Various legislative proposals in the EU have been adopted to address high energy prices and impact ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts.
−Removed: These policy interventions include price limiting mechanisms for exchange-traded gas products and a new LNG import benchmark.
−Removed: In December 2023, the EU extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex.
−Removed: In December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients.
−Removed: Financial Services and Markets Act 2023.
−Removed: The Financial Services and Markets Act 2023, or FSMA 2023, makes significant changes to U.K.
−Removed: financial services.
−Removed: The FSMA 2023 grants the Bank of England additional powers relating to CCPs, which authorize the Bank of England to act before a special resolution regime is triggered including temporarily restricting or prohibiting discretionary payments to specified shareholders or employees of CCPs and directing CCPs to take actions to achieve financial stability.
−Removed: The special resolution regime also authorizes the Bank of England to act in certain circumstances including taking control of a CCP, transferring ownership or terminating clearing member contracts.
−Removed: This legislation could in certain extreme circumstances impact the ownership of ICE Clear Europe, the ability of ICE Clear Europe to pay dividends to its shareholder and to provide clearing services to ICE Futures Europe, ICE Futures U.S., ICE Endex and ICE Futures Abu Dhabi.
+Added: These policy interventions include a temporary price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex, which expired on January 31, 2025.
+Added: In addition, in December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients.
• Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants .
−Removed: In February 2022, the European Commission extended until June 2025 the temporary equivalence decision that allows continued access by EU firms to clear trades at U.K.
−Removed: In March 2022, ESMA extended ICE Clear Europe's temporary recognition and tiering decision to June 2025.
−Removed: • Benchmarks Regulation.
−Removed: Most London Interbank Offered Rate, or LIBOR, settings have ceased to be published, however, the FCA has required IBA, as the administrator of LIBOR, to continue publishing certain LIBOR settings for a temporary period using the changed "synthetic" methodology.
−Removed: "Synthetic" LIBOR settings are not representative of the underlying market or economic reality the settings were previously intended to measure.
−Removed: In addition, certain benchmarks provided by our index businesses may continue to be used by supervised entities in the EU under the EU Benchmarks Regulation, or EU BMR, until December 31, 2025.
−Removed: In October 2023, the European Commission published a proposal to amend the EU BMR to require third country benchmark providers who publish certain EU ESG benchmarks to be located in the EU.
−Removed: Uncertainties relating to the proposed EU BMR reform may impact our ability to provide certain benchmarks into the EU.
+Added: In January 2025, the European Commission extended until June 2028 the temporary equivalence decision that allows continued access by EU firms to clear trades at U.K.
• Regulation of ESG data and ratings.
−Removed: Many jurisdictions, including the EU, have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings.
−Removed: These regulations may impact certain ICE Data Services products and services.
−Removed: We are monitoring the impact of these developments on ICE Data Services.
−Removed: Equity Market Proposals.
−Removed: The SEC proposed significant changes to the rules governing securities trading, including a proposal to prohibit securities exchanges from offering volume-based transaction pricing in connection with the execution of agency orders in exchange-listed securities, that would impact the way in which ICE’s securities exchanges are able to compete with other execution venues.
+Added: Many jurisdictions have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings.
+Added: In December 2024, the EU Regulation on ESG Ratings Providers was published in the Official Journal of the EU.
+Added: The regulation introduces a regulatory regime for ESG rating providers operating in the EU and will take effect in July 2026.
+Added: Certain ICE Data Service offerings will likely be in scope and will be required to become authorized and supervised by ESMA.
+Added: government has also published draft legislation proposing to regulate ESG data providers.
+Added: If adopted, certain ICE Data Service offerings could be subject to increased regulation and oversight by the FCA.
+Added: • Equity Market Structure Rules.
+Added: In September 2024, the SEC adopted new rules regarding equity market structure which changed the minimum pricing increments, or tick sizes, for the quoting of certain stocks to allow these stocks to be priced with tighter spreads and reduced current fee caps exchanges can charge market participants for access to protected quotations.
+Added: These rules have been challenged in court and the SEC has stayed implementation of these rules pending judicial review.
+Added: The SEC also adopted rules requiring all exchange fees charged and rebates paid for execution of an order to be determinable at the time of execution and accelerating the date by which market participants must make information available for smaller-sized orders, which will take effect in November 2025.
+Added: These rules, including those currently stayed, could affect market and competitive dynamics for venues that facilitate trading of equity securities.
• EU Deforestation Regulation.
−Removed: Effective in December 2024, the EU Deforestation Regulation, or EUDR, requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it.
−Removed: The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa
−Removed: physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S.
+Added: In December 2024, the EU postponed the effective date of the EU Deforestation Regulation, or EUDR, from December 30, 2024 to December 30, 2025 for large companies and to June 30, 2026 for small entities.
+Added: EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU
+Added: market, or exported from it.
+Added: The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S.
of the Coffee C Contract (Arabica).
+Added: • EU DORA Regulation.
+Added: The Digital Operational Resilience Act, or DORA, is an EU regulation that establishes an information and communication technology, or ICT, risk management framework for the EU financial sector.
+Added: DORA establishes technical standards that EU financial entities must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight.
+Added: ICE Endex and ICE Clear Netherlands are EU financial entities and, thus, directly subject to DORA requirements.
+Added: In addition, EU financial entities using ICT services provided by ICE may be required to impose certain obligations on ICE entities.
+Added: In January 2025, the European Commission provided guidance clarifying that financial services provided by a regulated entity (including those regulated outside the EU) should not be considered ICT services under DORA.
See the discussion below and Item 1(A) “- Risk Factors” in this Annual Report for additional description of regulatory and legislative risks and uncertainties.
6 unchanged sentences
From time to time, we may use our website and/or social media, including X, formerly known as Twitter, as distribution channels of material information.
−Removed: The website to access our X, formerly known as Twitter, account is https://twitter.com/ICE_Markets.
−Removed: References in this Annual Report to our website address, to the SEC’s website address and to our account on X, formerly known as Twitter, do not constitute incorporation by reference of the information contained on the website and should not be considered part of this Annual Report.
+Added: The website to access our X account is https://x.com/ICE_Markets.
+Added: References in this Annual Report to our website address, to the SEC’s website address and to our account on X do not constitute incorporation by reference of the information contained on the website and should not be considered part of this Annual Report.
In addition, we have posted on our website the charters for our (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee and (iv) Risk Committee, as well as our Global Code of Business Conduct, which includes information regarding our whistleblower hotline information, Board of Directors Governance Guidelines and Board Communication Policy.
7 unchanged sentences
Business and Industry
−Removed: • Global economic, political and financial market events or conditions may negatively impact our business.
+Added: • Global economic, political and financial market events or conditions have at times in the past negatively impacted and may in the future negatively impact our business.
+Added: • Our business is subject to the impact of interest rate and inflation levels and volatility and financial markets volatility, which are caused by conditions that are beyond our control.
+Added: • Our role in the global financial system positions us at a greater risk for cyberattacks, cyberterrorism and other cybersecurity risks.
+Added: • We may be at greater risk from terrorism than other companies.
+Added: • Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted us and could in the future negatively impact us.
• Owning clearing houses exposes us to risks, including risks related to defaults by clearing members, risks related to investing margin and guaranty funds and the cost of operating the clearing houses.
−Removed: • A decline in the value of securities held as margin or guaranty fund contributions by our clearing houses or default by a sovereign government issuer could pose additional risks of default by clearing members.
−Removed: • Owning and operating cash equity and options exchanges exposes us to additional risks, including the regulatory responsibilities to which these businesses are subject.
−Removed: • Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which are caused by conditions that are beyond our control.
−Removed: • Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact us.
−Removed: • We may be at greater risk from terrorism, including cyberterrorism, than other companies.
+Added: • If the value of securities held as margin or guaranty fund contributions by our clearing houses declines or a sovereign government issuer defaults, clearing members may be at risk of defaulting, which could adversely impact our clearing houses.
+Added: • Owning and operating cash equity and options exchanges exposes us to risks, including the regulatory responsibilities to which these businesses are subject.
• Fluctuations in foreign currency exchange rates could adversely affect our financial results.
1 unchanged sentence
• We may not be successful in offering new products or technologies or in identifying opportunities.
−Removed: • Climate change and the transition to renewable energy pose operational, commercial, regulatory and financial risks.
−Removed: • We may be required to recognize impairments of our goodwill, other intangible assets or investments.
−Removed: • We may not realize the expected benefits of our majority investment in Bakkt Holdings, Inc., or Bakkt, and the investment may introduce additional risks to our business due to its evolving business model.
−Removed: • Pandemics or other public health emergencies, including the emergence of new COVID-19 variants resulting in another pandemic, could adversely affect our business, results of operations and financial condition.
−Removed: Mergers & Acquisitions and Common Stock
−Removed: • We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisition of Black Knight and are subject to continuing obligations contained in the Agreement Containing Consent Orders, or the Consent Order, entered into between the Federal Trade Commission, or the FTC, ICE and Black Knight, which could adversely affect our business and the value of our common stock.
−Removed: • As a result of the consummation of the merger with Black Knight, we are subject to risks relating to the business conducted by Black Knight.
−Removed: • We may fail to complete or realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from any future acquisitions or anticipated growth opportunities or expected benefits of our strategic investments, which could adversely affect the value of our common stock.
−Removed: • We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
−Removed: • Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.
+Added: • Climate change poses operational, commercial, reputational, regulatory and financial risks.
+Added: • We face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on sustainability-related topics, including in connection with a transition to clean and renewable energy.
+Added: • We have in the past been, and may in the future be, required to recognize impairments of our goodwill, other intangible assets or investments.
+Added: • Our majority investment in Bakkt Holdings, Inc., or Bakkt, may introduce additional risks to our business due to its evolving business model.
+Added: • Pandemics and other public health emergencies could adversely affect our business, results of operations and financial condition.
Legal and Regulatory
1 unchanged sentence
• Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, may not be effective, which could lead to enforcement actions by our regulators or other legal proceedings.
−Removed: • Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market data and connectivity fees.
−Removed: • The uncertainty surrounding the U.K.
−Removed: and EU regulatory frameworks following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition.
+Added: • Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market and mortgage data and technology and connectivity fees.
+Added: • Ongoing impacts and uncertainty following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition.
• Risks relating to the administration of benchmarks and indices, and changes to, cessations of, and the replacement of, or transition from, benchmarks and indices may result in legal risks and could adversely affect our business.
• We may face liability for content contained in our data products and services.
−Removed: • We are subject to significant litigation and liability risks.
+Added: • We are subject to significant litigation and liability risks, including enforcement actions by our regulators.
Operational and Liquidity
2 unchanged sentences
• An interruption or cessation of an important service, data or content supplied by any third party, or the loss of an exclusive license, could have a material adverse effect on our business.
+Added: • Our emerging technology initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results.
• Our success largely depends on key personnel, including our senior management, and having adequate succession plans in place.
1 unchanged sentence
• We currently have a substantial amount of outstanding indebtedness which could adversely affect our financial condition and operations and restrict our activities or our ability to satisfy our debt service obligations.
−Removed: Reputational Harm
+Added: Competition and Reputational Harm
• We face intense competition, and if we fail to keep up with rapid changes in technology and client preferences, it could negatively impact our competitive position.
• Damage to our reputation could damage our business.
+Added: Mergers & Acquisitions and Common Stock
+Added: • We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our past or future acquisitions and strategic investments, which could adversely affect our business and the value of our common stock.
+Added: • We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
+Added: • Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.
Intellectual Property
2 unchanged sentences
BUSINESS AND INDUSTRY
−Removed: Global economic, political and financial market events or conditions may negatively impact our business.
−Removed: Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, decreased mortgage origination or servicing volume, decreased mortgage servicing volume, geopolitical events or conflicts, election results, international trade disputes, including the imposition of tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business.
−Removed: If our customers reduce spending, workforce, mortgage origination or mortgage servicing activity, trading activity or demand for financial data as a result of challenges in the prevailing economic markets, our revenues could decline.
−Removed: During 2023, macroeconomic conditions, including rising interest rates, inflation and market volatility, along with geopolitical concerns, including the conflicts in Ukraine, Israel and Gaza, created economic and political uncertainty and volatility in global markets, resulted in a dynamic operating environment and impacted our operations and results, and these impacts may continue in 2024.
−Removed: In 2022 and continuing into 2023, the Russia-Ukraine conflict was a catalyst for an energy crisis in Europe.
−Removed: Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in Israel and Gaza could also have a negative impact on our business.
+Added: Global economic, political and financial market events or conditions have at times in the past negatively impacted and may in the future negatively impact our business.
+Added: Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, decreased mortgage origination or servicing volume, geopolitical events or conflicts, political uncertainty and discord, international trade disputes and sanction laws, including the imposition of tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade and travel have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business.
+Added: If our customers reduce spending, workforce, mortgage origination, mortgage servicing activity or trading activity, or if there is reduced demand for financial and property data as a result of adverse macroeconomic conditions, our revenues could decline.
+Added: During 2024, macroeconomic conditions, including interest rate, inflation and market volatility, the presidential election in the United States and general elections in many jurisdictions in the U.S.
+Added: and abroad, along with geopolitical concerns, including the conflicts in Ukraine and the Middle East, created economic and political uncertainty and volatility in global markets, which resulted in a dynamic operating environment and impacted our operations and results.
+Added: We expect these impacts may continue in 2025.
+Added: Although inflation generally decreased in 2024 and central banks began modest reductions in interest rates, there remains uncertainty regarding, and volatility in, the inflation rate.
+Added: Higher inflation levels could return, however, due to, among other things, potential tax cuts or tariffs, which could reduce the appetite for continued interest rate cuts and even necessitate interest rate increases in 2025, which could have a negative impact on our business.
+Added: Changes in monetary policies resulting from contrasting election results in many of the countries in which we operate, such as the U.S., U.K.
+Added: and EU, could impact our business.
+Added: Beginning in 2022, the Russia-Ukraine conflict has been a catalyst for an energy crisis in Europe.
+Added: Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in the Middle East have had and could in the future have a negative impact on our business.
See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices.
In addition, U.S.
−Removed: trade and diplomatic tensions, including U.S.
+Added: trade and diplomatic tensions, including trade disputes and tariffs as well as U.S.
government policies toward China and Chinese government policies toward the U.S., are likely to impact our existing business and future opportunities.
−Removed: For example, the Holding Foreign Companies Accountable Act, or HFCAA, enacted in December 2020, requires the SEC to suspend trading in the U.S.
+Added: For example, the Holding Foreign Companies Accountable Act, or HFCAA, requires the SEC to suspend trading in the U.S.
of any company whose accounting firm the Public Company Accounting Oversight Board, or PCAOB, is unable to inspect or investigate for three consecutive years.
−Removed: Though, in December 2022, the PCAOB announced that it was able to inspect audit firms for the Chinese and Hong Kong issuers the SEC had previously identified as using non-inspected audit firms, thus resetting the three-year period in the HFCAA.
−Removed: In November 2023, the PCAOB announced settlements related to these inspections, which could lead to fewer Chinese companies listing in the U.S.
−Removed: Moreover, there remains the risk that in the future the SEC may suspend trading of NYSE-listed companies under this Act, which would require us to suspend trading for those companies to comply with U.S.
+Added: In November 2023, following inspections of audit firms for the Chinese and Hong Kong issuers the SEC had previously identified as using non-inspected audit firms, the PCAOB announced settlements related to these inspections, which could lead to fewer Chinese companies listing in the U.S.
+Added: Moreover, there remains the risk that the SEC may suspend trading of NYSE-listed companies under the HFCAA, which would require us to suspend trading for those companies to comply with U.S.
government policies, which could impact our business.
−Removed: Further, in August 2023, President Biden issued an Executive Order aimed at prohibiting or requiring notification of certain investments by U.S.
−Removed: persons in Chinese companies involved in semiconductors and microelectronics quantum information technologies and artificial intelligence which could impact some of our businesses.
−Removed: Department of Treasury has issued an advanced notice of proposed rulemaking to gather public feedback on implementing the Executive Order.
−Removed: The market data subscriptions and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including:
+Added: Other political developments, including changes in China-Taiwan relations, trade disputes and tariffs on countries such as Canada or Mexico, may also impact our business and future opportunities.
+Added: The market and mortgage data subscriptions and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including:
• adverse market conditions that curtail the addition of new customers or cause a decrease in purchases by our existing customers for our subscription-based products and services;
• weakness in the macroeconomic environment that causes our customers to delay or cancel existing orders or subscriptions;
−Removed: • cost-cutting pressures across the industry or decrease in demand for our subscription-based products and services that lead to a reduction in price;
+Added: • cost-cutting pressures across the industry or a decrease in demand for our subscription-based products and services that lead to a reduction in price;
• consolidation in our markets or the markets of our customers that results in a reduction in the number of market participants;
2 unchanged sentences
• political uncertainty and discord could negatively impact us if we are viewed as taking a political stance that is contrary to our customers’ beliefs or principles;
−Removed: • the impact of climate change and the transition to renewable energy and away from fossil fuels;
+Added: • the impact of climate change and the impact of, and uncertainty related to, the transition to renewable energy and away from fossil fuels, including regulatory or legislative changes;
• a prolonged decrease in volatility in the financial markets;
4 unchanged sentences
A reduction in our overall trading volume could render our markets less attractive to market participants as a source of liquidity, which could result in further loss of trading volume and associated transaction-based revenues.
−Removed: A reduction in trading volumes could also result in a corresponding decrease in the demand for our market data, which would further reduce our overall revenue.
+Added: A reduction in trading volumes could also result in a corresponding decrease in demand for our market data, which would further reduce our overall revenue.
Further, NYSE’s revenue increases when more companies are seeking access to public markets, and on the NYSE specifically.
−Removed: Continued stagnation or declines in the IPO market, or issuers choosing to list on venues other than the NYSE, have had and could continue to have an adverse effect on our revenues.
+Added: Reduced demand for IPOs as compared to historical levels, or issuers choosing to list on venues other than the NYSE, have had and could continue to have an adverse effect on our revenues.
In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending volume or an increase in mortgage foreclosure volume, have in the past increased our costs or had an adverse effect on our revenues and may do so in the future.
−Removed: For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy mortgage lending volume decreased substantially and although this trend began to revert halfway through 2023, it could return in the future, meaning we could see a further decline in mortgage origination volumes.
+Added: For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy, mortgage lending volume decreased substantially.
+Added: Although this trend has stalled or partially reversed at times in 2023 and 2024, it could continue in the future, meaning we could see a further decline in mortgage origination volumes.
This decrease in lending volume has adversely affected our revenues, in particular those of a transactional nature which are directly connected to the number of loans processed using our technology.
Factors that are currently adversely impacting mortgage lending volumes include elevated mortgage interest rates, as well as housing affordability and availability.
−Removed: Additional factors that could now or in the future adversely impact mortgage lending volumes include reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.
+Added: Additional factors that could now or in the future adversely impact mortgage lending volumes include reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment,
+Added: high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.
Although certain of our mortgage technology products, in particular those supporting default management, may see higher demand during times of rising mortgage foreclosure volume, this increase in demand may be outweighed by the impacts of reduced mortgage lending volume and in the aggregate may have a material adverse effect on our business, financial condition, and results of operations.
A reduction in mortgage volume could also result in a corresponding decrease in demand for mortgage data products, which would further reduce our revenues.
+Added: Our business is subject to the impact of interest rate and inflation levels and volatility and financial markets volatility, which are caused by conditions that are beyond our control.
+Added: Trading volume in our markets and products is largely driven by the degree of volatility - the magnitude and frequency of fluctuations - in prices and levels of the underlying commodities, securities, indices, financial benchmarks or other instruments.
+Added: Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading.
+Added: Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.
+Added: In addition, interest rates are a significant factor influencing mortgage loan production volumes and loan foreclosures, as discussed above.
+Added: Rising or high interest rates generally reduce mortgage loan production volumes and increase loan foreclosures, which has in the past impacted and could in the future impact our transaction-based revenues.
+Added: Rapid increases in and high levels of inflation in recent years have impacted the credit health of market participants, increased the risk of default and increased the risk of companies not being able to comply with listing standards.
+Added: An inflationary environment generally also reduces consumer optimism, resulting in lower demand for mortgage loans.
+Added: Although inflation generally moderated in 2024, inflation rates have remained volatile and uncertainty remains regarding whether inflation will increase again in the future.
+Added: Higher inflation levels could adversely affect our business, including by further increasing the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.
+Added: Factors that are particularly likely to affect price and interest rate levels and volatility, and thus trading and mortgage loan production volumes, include:
+Added: • global economic and market conditions;
+Added: • global political conditions including political uncertainty and discord as a result of elections in many jurisdictions, including in the U.S.
+Added: and the U.K.;
+Added: • concerns over recession, inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy, including actions by the Federal Reserve and other foreign monetary units governing bodies, developments related to the U.S.
+Added: federal debt ceiling, including the possibility of a government shutdown, default by the U.S.
+Added: government on its debt obligations or related credit rating downgrades, and investor and consumer confidence levels.
+Added: Factors that are particularly likely to affect trading volumes include:
+Added: • weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;
+Added: • war, acts of terrorism and any unforeseen market closures or disruptions in trading;
+Added: • political developments impacting international trade, including trade disputes and increased tariffs, particularly between the U.S.
+Added: and China, Canada or Mexico and imposition of protectionist measures;
+Added: • real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources;
+Added: • credit quality of market participants, the availability of capital and the levels of assets under management.
+Added: Any one or more of these or other factors, which are beyond our control, may reduce volumes and trading activity.
+Added: Further, lower market volatility could also result in more exchanges competing for trading volumes to maintain their growth.
+Added: If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets
+Added: could be jeopardized.
+Added: Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.
+Added: Our role in the global financial system positions us at a greater risk for cyberattacks, cyberterrorism and other cybersecurity risks.
+Added: The cybersecurity threat landscape remains a macro concern for most organizations, and particularly those associated with the U.S.
+Added: financial infrastructure.
+Added: We may be more likely than other companies to be a target of cyberattacks and other cybersecurity risks due to our role in the global financial ecosystem and the high-profile nature of many of our businesses that deliver critical services to a broad range of financial market participants.
+Added: For a discussion of our cyber risks, see “—Item 1- "Business—Cybersecurity".
+Added: Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and services.”
+Added: It is impossible to precisely predict the likelihood or impact of any cyberattack on the securities industry generally, or on our business.
+Added: In the event of a cyberattack or a threat of a cyberattack, our security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business.
+Added: Any of these events could adversely affect our business, financial condition and operating results.
+Added: We may be at greater risk from terrorism than other companies.
+Added: Given our prominence in the global financial industry and the location of many of our properties and personnel in U.S., U.K.
+Added: and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.
+Added: Damage to our business or facilities due to such attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all.
+Added: The threat of terrorist attacks may also negatively affect our ability to attract and retain employees.
+Added: In addition, terrorist attacks may cause instability or decreased trading in the markets we operate, including trading on our securities exchanges.
+Added: Any of these events could adversely affect our business, financial condition and operating results.
+Added: Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted us and could in the future negatively impact us.
+Added: High-profile system failures in the derivatives and securities trading industry and mortgage technology industry, including due to cybersecurity disruptions and attacks, have in the past, and could in the future, negatively impact our business and result in a loss of confidence in our technology and our markets, regulatory investigations, fines and penalties and business activity slowdown or interruptions.
+Added: Further, regulators have imposed requirements for trading platforms that have been costly for us to implement and could result in a decrease in demand for some of our services.
+Added: In particular, the SEC’s Regulation Systems Compliance and Integrity, or Regulation SCI, and the CFTC’s system safeguards regulations subject portions of our securities and derivatives trading platforms and other technological systems related to our clearing houses, trade repositories and the U.S.
+Added: Swap Execution Facility, or SEF, to extensive regulation and oversight.
+Added: Ensuring our compliance with the requirements of Regulation SCI and the CFTC’s system safeguards regulations requires significant ongoing administrative and compliance expenses and burdens.
+Added: The SEC’s expansion of the obligations under Regulation SCI, including to the ICE businesses or systems that are determined to be in the scope of the regulation, in the past has resulted, and in the future could result, in significant additional expenditures.
+Added: In addition, the Digital Operational Resilience Act, or DORA, that went into effect on January 17, 2025, establishes an information and communication technology, or ICT, risk management framework for the EU financial sector and imposes risk management, reporting and information oversight for EU financial entities and their ICT third-party service providers.
+Added: Some of our businesses are impacted by the compliance burdens and costs of DORA as EU financial entities or ICT third-party service providers to EU financial entities.
Owning clearing houses exposes us to risks, including risks related to defaults by clearing members, risks related to investing margin and guaranty funds and the cost of operating the clearing houses.
There are risks inherent in operating clearing houses, including exposure to the market and counterparty risk of clearing members, market liquidity risks, defaults by clearing members and risks associated with custody and investing margin or guaranty fund assets provided by clearing members to our clearing houses, which could subject our business to substantial losses.
−Removed: For example, clearing members in ICE Clear Europe have provided margin and guaranty funds with an aggregate cash balance of $42.5 billion as of December 31, 2023 and a total of $80.8 billion for all of our clearing houses as of December 31, 2023.
−Removed: In addition to the use of Sovereign Central Bank access when applicable, the ICE Clearing Houses may use third-party investment advisors for investment of cash assets, subject to the guidelines provided by each clearing house, and may add or change the investment managers from time to time.
−Removed: To the extent available, ICE Clear Credit holds the U.S.
+Added: As of December 31, 2024, we custody a total of $84.3 billion of clearing members' margin and guaranty funds across all of our clearing houses.
+Added: To the extent available, ICE clearing houses use Sovereign Central Banks to
+Added: custody assets.
+Added: For example, ICE Clear Credit holds the U.S.
dollar cash and U.S.
Treasuries that clearing members transfer to satisfy their original margin and guaranty fund requirements at its account at the Federal Reserve.
−Removed: With respect to other clearing member cash posted,
−Removed: ICE Clear Credit currently self-manages and uses external investment managers to invest such cash margin and guaranty fund deposits.
−Removed: We have an obligation to return margin payments and guaranty fund contributions to clearing members to the extent that the relevant member’s risk based on its open contracts to the clearing house is reduced.
−Removed: If a number of clearing members substantially reduce their open interest or default, the concentration of risks within our clearing houses will be spread among a smaller pool of clearing members, which would make it more difficult to absorb and manage risk in the event of a further clearing member’s default.
−Removed: Although our clearing houses have policies and procedures to help ensure that clearing members can satisfy their obligations, such policies and procedures may not succeed in preventing losses after a member's or counterparty’s default.
−Removed: In addition, although we believe that we have carefully analyzed the process for setting margins and our financial safeguards, it is a complex process and there is no guarantee that our procedures will adequately protect us from the risks related to clearing these products.
−Removed: We cannot assure you these measures and safeguards will be sufficient to protect us from a default or that we will not be materially and adversely affected in the event of a significant default.
−Removed: We have contributed our own capital to the front of the guaranty fund of the clearing houses that could be used in the event of a default.
+Added: ICE clearing houses may also use third-party investment agents for investment of cash assets, subject to the guidelines provided by each clearing house, and may add or change the investment agents from time to time.
+Added: Although our clearing houses have policies and procedures to manage the risks to which they are exposed, including collecting margin and guaranty fund contributions from clearing members, such policies and procedures may not succeed in preventing losses after a member's or counterparty’s default.
+Added: The processes for calculating and setting margins and financial safeguards is complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances.
+Added: In addition, from time to time, we may redesign the methodology of the risk models that are utilized to calculate margin.
+Added: Redesigning and implementing a new risk model is a complex process, involving quantitative analysis, regulatory approval and implementation risk.
+Added: We cannot guarantee that the measures and safeguards we have undertaken to design, implement and operate risk models, calculate and collect margin, and protect our clearing houses in the case of a clearing member default, will be sufficient.
+Added: Accordingly, it is possible that we would be materially and adversely affected in the event of one or more significant defaults.
+Added: We have contributed our own capital, or ‘Skin in the Game’, to the front of the guaranty fund of each of the clearing houses that could be used in the event of a default.
We also have default insurance that resides after and in addition to the ICE Clear Credit, ICE Clear Europe, and ICE Clear U.S.
−Removed: ‘Skin In The Game’ contributions and before the guaranty fund contributions of the non-defaulting clearing members.
−Removed: Notwithstanding these actions, the default of any one of the clearing members could subject our business to substantial losses and cause our customers to lose confidence in the guaranty of our clearing houses.
−Removed: A decline in the value of securities held as margin or guaranty fund contributions by our clearing houses or default by a sovereign government issuer could pose additional risks of default by clearing members.
+Added: ‘Skin in the Game’ contributions to the default waterfalls of each of the clearing houses and before the guaranty fund contributions of the non-defaulting clearing members.
+Added: Notwithstanding these actions, the default of one or more of the clearing members could subject our business to substantial losses and/or cause our customers to lose confidence in our clearing houses and, as a result, in our exchange traded business in general.
+Added: If the value of securities held as margin or guaranty fund contributions by our clearing houses declines or a sovereign government issuer defaults, clearing members may be at risk of defaulting, which could adversely impact our clearing houses.
Our clearing houses hold a substantial amount of assets as margin or guaranty fund contributions, which comprise U.S.
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$72.0 billion of this amount was comprised of U.S.
−Removed: Treasury securities, $3.7 billion of French Treasury securities, $1.4 billion of German Treasury securities, $1.6 billion of U.K.
+Added: Treasury securities, $6.5 billion of various EU member country Treasury securities, $2.6 billion of U.K.
Treasury securities and $1.9 billion of other European, Japanese, Canadian and Tri-Party Treasury securities.
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Our clearing houses may also make demand deposits with commercial banks which could be lost in the event one of these banks becomes insolvent.
−Removed: Owning and operating cash equity and options exchanges exposes us to additional risks, including the regulatory responsibilities to which these businesses are subject.
−Removed: Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to additional risks.
−Removed: Adverse economic conditions and legal and regulatory changes similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges,
−Removed: discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.
+Added: Owning and operating cash equity and options exchanges exposes us to risks, including the regulatory responsibilities to which these businesses are subject.
+Added: Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to risks.
+Added: Adverse economic conditions and legal and regulatory changes
+Added: similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.
Any of these could reduce our revenues, including market data and listing fee revenue.
Our cash equity and options exchanges also have certain regulatory responsibilities that must be fulfilled.
−Removed: For example, these exchanges are responsible for enforcing listed company compliance with applicable listing standards, enforcing our members' compliance with exchange rules and federal securities laws, complying with terms of NMS Plans, filing of all material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws, and other applicable laws.
+Added: For example, these exchanges are responsible for enforcing listed company compliance with applicable listing standards, enforcing members' compliance with exchange rules and federal securities laws, complying with terms of NMS Plans, filing of all material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws and other applicable laws.
Any failure by one of our exchanges to comply with, and enforce compliance by their members with, exchange rules and securities laws could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.
We must allocate significant resources to fulfill our regulatory and self-regulatory responsibilities.
−Removed: The for-profit exchanges’ goal of maximizing stockholder value might conflict with the exchanges’ regulatory and self-regulatory responsibilities.
+Added: The business objectives of exchanges might conflict with the exchanges’ regulatory and self-regulatory responsibilities.
In addition, the listing of our common stock on the NYSE could potentially create a conflict between the exchange’s regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and our commercial and economic interest, on the other hand.
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Further, changes in the rules of our securities markets must be reviewed and approved by the SEC.
−Removed: Approval of such changes by the SEC cannot be guaranteed, and the SEC has in the past and could in the future delay either the approval process or the initiation of the public comment process.
−Removed: Any denial or delay in approving changes could have an adverse effect on our business, financial condition and operating results.
−Removed: The SEC continues to challenge fee filings on securities market data, which has in the past resulted in and could in the future negatively impact the value of proprietary data products.
+Added: Approval of such changes by the SEC cannot be guaranteed, and the SEC has in the past delayed and could in the future delay either the approval process or the initiation of the public comment process.
+Added: Any denial or delay in approving changes, or a failure to file changes that regulators view as required, could significantly harm our reputation, prompt regulatory scrutiny, result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.
+Added: The SEC continues to challenge fee filings on securities market data, which has in the past negatively impacted and could in the future negatively impact the value of proprietary data products.
See Item 1 “- Business - Regulation” above for additional information regarding regulatory changes impacting our cash equities and options exchanges, including risks to our business associated with possible regulation of services offered by non-exchange affiliates.
−Removed: Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which are caused by conditions that are beyond our control.
−Removed: Trading volume in our markets and products is largely driven by the degree of volatility - the magnitude and frequency of fluctuations - in prices and levels of the underlying commodities, securities, indices, financial benchmarks or other instruments.
−Removed: Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading.
−Removed: Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.
−Removed: In addition, interest rates are a significant factor influencing mortgage loan production volumes and loan foreclosures.
−Removed: Rising interest rates are likely to reduce mortgage loan production volumes and increase loan foreclosures, which could potentially impact our transaction-based revenues.
−Removed: In the event that inflation continues to increase, this would likely further increase the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.
−Removed: As inflation has rapidly increased and remained high in recent years, it has impacted the credit health of market participants, increased the risk of default and increased the risk of companies not being able to comply with listing standards.
−Removed: An inflationary environment generally also reduces consumer optimism, resulting in lower demand for mortgage loans.
−Removed: Factors that are particularly likely to affect price and interest rate levels and volatility, and thus trading and mortgage loan production volumes, include:
−Removed: • global economic and market conditions;
−Removed: • global political conditions including the presidential election in the U.S.
−Removed: and general elections in many jurisdictions in the U.S.
−Removed: • concerns over recession, inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy - including actions by the Federal Reserve and other foreign monetary units governing bodies, and investor and consumer confidence levels.
−Removed: Factors that are particularly likely to affect trading volumes include:
−Removed: • weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;
−Removed: • war, acts of terrorism and any unforeseen market closures or disruptions in trading;
−Removed: • political developments impacting international trade, including trade disputes and increased tariffs, particularly between the U.S.
−Removed: and China, and imposition of protectionist measures;
−Removed: • real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources;
−Removed: • credit quality of market participants, the availability of capital and the levels of assets under management.
−Removed: Any one or more of these or other factors, which are beyond our control, may reduce volumes and trading activity.
−Removed: Further, lower market volatility could also result in more exchanges competing for trading volumes to maintain their growth.
−Removed: If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets could be jeopardized.
−Removed: Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.
−Removed: Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact us.
−Removed: High-profile system failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact our business and result in a loss of confidence in our technology and our markets, regulatory investigations, fines and penalties and business activity slowdown or interruptions.
−Removed: Further, regulators have imposed requirements for trading platforms that have been costly for us to implement and could result in a decrease in demand for some of our services.
−Removed: In particular, the SEC’s Regulation Systems Compliance and Integrity, or Regulation SCI, and the CFTC’s system safeguards regulations subject portions of our securities and derivatives trading platforms and other technological systems related to our clearing houses, trade repositories and the U.S.
−Removed: Swap Execution Facility, or SEF, to extensive regulation and oversight.
−Removed: Ensuring our compliance with the requirements of Regulation SCI and the CFTC’s system safeguards regulations requires significant ongoing administrative and compliance expenses and burdens.
−Removed: In addition, the SEC’s expansion of the obligations under Regulation SCI, including the ICE businesses or systems that are determined to be in the scope of the regulation, in the past has resulted, and in the future could result, in significant additional expenditures.
−Removed: We may be at greater risk from terrorism, including cyberterrorism, than other companies.
−Removed: Given our prominence in the global securities industry and the location of many of our properties and personnel in U.S.
−Removed: and European financial centers, including lower Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target of, or an indirect casualty of, attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.
−Removed: It is impossible to predict the likelihood or impact of any terrorist attack on the securities industry generally, or on our business.
−Removed: In the event of an attack or a threat of an attack, our security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business.
−Removed: Damage to our facilities due to terrorist attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all.
−Removed: The threat of terrorist attacks may also negatively affect our ability to attract and retain employees.
−Removed: In addition, terrorist attacks may cause instability or decreased trading in the securities markets, including trading on exchanges.
−Removed: Any of these events could adversely affect our business, financial condition and operating results.
Fluctuations in foreign currency exchange rates could adversely affect our financial results.
−Removed: Since we conduct operations in a number of countries and regions, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East, substantial portions of our revenues, expenses, assets and liabilities are denominated in currencies other than the U.S.
+Added: Since we conduct operations globally, substantial portions of our revenues, expenses, assets and liabilities are denominated in currencies other than the U.S.
Because our consolidated financial statements are presented in U.S.
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Adverse economic conditions could reduce customer demand for our products and services, which may place a significant strain on our management and resources and could force us to defer existing or future planned opportunities.
−Removed: We regularly evaluate our existing operations, service capacity and business efficiencies and, as a result of such evaluations, we may undertake strategic initiatives outside of and within our businesses.
+Added: We regularly evaluate our existing operations, service capacity and business efficiencies and, as a result of such evaluations, we may undertake strategic
+Added: initiatives outside of and within our businesses.
We may not be successful in executing on our strategies to support our growth organically or through acquisitions, other investments or strategic alliances.
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Also, offering new products and services and pursuing acquisitions requires substantial time and attention of our management team, which could prevent them from successfully overseeing other initiatives that are necessary for our success.
−Removed: Climate change and the transition to renewable energy pose operational, commercial, regulatory and financial risks.
−Removed: Climate change may increase the frequency or severity of extreme weather events, and if we are not adequately resilient to deal with acute climate events, our operations, either in a particular location or globally, may be impacted.
−Removed: Extreme weather events could also impact the activities of our customers or third-party vendors or suppliers.
−Removed: The physical commodities and assets underlying certain of our markets may also be impacted by climate change.
−Removed: In addition, the transition to renewable energy involves changes to consumer and institutional preferences around energy production and consumption, and the possible failure of our products or services to facilitate the needs of customers during the transition to renewable energy could adversely impact our business and revenues.
−Removed: Changing preferences could also have an adverse impact on the operations or financial condition of our customers, which could result in reduced revenues from those customers.
−Removed: We are also subject to risks relating to new or heightened climate change-related
−Removed: regulations or legislation, which could impact us and our customers and result in increased regulatory, compliance or operational costs.
−Removed: We are also subject to reputational risks relating to the perception of whether or not we are facilitating a migration away from fossil fuels.
−Removed: For example, our reputation could be damaged as a result of our offering certain products or services associated with causing or exacerbating climate change, or by any decision by us to continue to conduct or change our activities in response to considerations relating to climate change.
−Removed: The risks associated with climate change and the transition to renewable energy are continuing to evolve rapidly, and we expect that climate change-related risks may increase over time.
−Removed: We may be required to recognize impairments of our goodwill, other intangible assets or investments.
+Added: Climate change poses operational, commercial, reputational, regulatory and financial risks.
+Added: Climate change may increase the frequency or severity of extreme weather events and other natural disasters, and such events could negatively impact our activities and results of operations and impact the activities of our customers or third-party vendors or suppliers.
+Added: The physical commodities and assets underlying certain of our markets may also be impacted by climate change, which could impact users of our markets.
+Added: The risks associated with climate change may evolve rapidly and we expect that climate change-related risks may increase over time.
+Added: We face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on sustainability-related topics, including in connection with a transition to clean and renewable energy.
+Added: A variety of sustainability-related topics, including the transition to clean and renewable energy, involve rapidly changing and diverging expectations from our stakeholders, including consumers and institutional investors.
+Added: Our ability to satisfy the preferences of our stakeholders around these topics (including on energy production and consumption) and the possible failure of our products or services to support the needs and meet the expectations of such stakeholders could adversely impact our business and revenues.
+Added: Changing market demands and preferences could also have an adverse impact on the operations or financial condition of our customers, which could result in reduced revenues from those customers.
+Added: In addition, the uncertainty related to the transition to clean and renewable energy and away from fossil fuels, including regulatory or legislative changes by the U.S.
+Added: government with regard to energy policy and related subsidies, incentives or penalties, may negatively impact trading on our markets and have an adverse effect on the activities of our customers or third-party vendors, which could negatively impact our revenues.
+Added: Furthermore, lawmakers in many jurisdictions have proposed or adopted laws, regulations or policies on sustainability-related topics, including climate change and diversity, equity and inclusion, that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate.
+Added: In May 2024, the EU adopted the Corporate Sustainability Due Diligence Directive, which will become effective in 2027 and introduce comprehensive due diligence requirements regarding adverse impacts on human rights and the environment in a company’s and its business partners’ operations as well as the requirement to put into effect a climate transition plan.
+Added: We are subject to risks related to this and other such laws, regulations or policies, which could impact us and our customers and result in increased regulatory, compliance, reputational or operational challenges and costs.
+Added: We have in the past been, and may in the future be, required to recognize impairments of our goodwill, other intangible assets or investments.
The determination of the value of goodwill and other intangible assets requires the use of estimates and assumptions that affect our consolidated financial statements.
As of December 31, 2024, we had goodwill of $30.6 billion and net other intangible assets of $16.3 billion relating to our acquisitions, including our acquisition of Black Knight in September 2023, and our purchase of trademarks and Internet domain names from various third parties.
−Removed: During 2023, we recorded an impairment on certain trademark intangible assets and during 2022, we recorded an impairment of our equity investment in Bakkt.
+Added: During 2024 and 2023, we recorded an impairment on certain developed technology trademark definite-lived intangible assets, respectively, and during 2022, we recorded an impairment of our equity investment in Bakkt.
We cannot assure you that we will not experience future events that may result in these types of impairments.
1 unchanged sentence
For additional information on our goodwill, other intangible assets and investments, refer to Notes 3, 4 and 9 to our consolidated financial statements and “- Critical Accounting Policies - Goodwill and Other Identifiable Intangible Assets” in Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in this Annual Report.
−Removed: We may not realize the expected benefits of our majority investment in Bakkt and the investment may introduce additional risks to our business due to its evolving business model.
+Added: Our majority investment in Bakkt may introduce additional risks to our business due to its evolving business model.
We have a majority equity ownership interest and a minority voting interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE.
−Removed: Due to our majority equity ownership interest in Bakkt, we have increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful.
+Added: Due to our majority equity ownership interest in Bakkt, we face increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful.
We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns.
−Removed: In 2022, Bakkt reported an impairment of goodwill and intangible assets and we recorded an impairment of our equity investment in Bakkt.
−Removed: We have reviewed certain Bakkt performance indicators noting that as of September 30, 2023, Bakkt disclosed that it is monitoring its ability to continue as a going concern and recorded an impairment charge, our share of which was included in our equity losses in Bakkt for the year ended December 31, 2023.
−Removed: Bakkt has subsequently disclosed its conclusions regarding its substantial doubt of its ability to continue as a going concern.
−Removed: Subsequent impairments on our equity investment in Bakkt may become necessary.
−Removed: Furthermore, our investment in Bakkt entails numerous risks, including risks relating to our minority voting interest in Bakkt and risks relating to Bakkt’s ability to:
+Added: We have reviewed certain Bakkt performance indicators noting that, starting as of September 30, 2023, Bakkt has disclosed that it is monitoring its ability to continue as a going concern.
+Added: Bakkt has continued to disclose that it is monitoring its ability to continue as a going concern in its 2024 SEC filings to date.
+Added: The carrying value of our equity method investment in Bakkt has been reduced to zero as of December 31, 2024.
+Added: On August 12, 2024, we entered into a revolving credit agreement with Bakkt pursuant to which we have agreed to provide Bakkt with a $40 million secured revolving line of credit that matures on December 31, 2026.
+Added: Although there were no amounts outstanding under the revolving credit agreement as of December 21, 2024, if Bakkt borrows on the line of credit and is unable to repay the borrowed amount, we will likely not recover the outstanding amounts.
+Added: We do not control or have direct oversight of Bakkt's operations and our investment in Bakkt entails numerous risks, including risks relating to our minority voting interest in Bakkt and risks relating to Bakkt’s ability to:
• manage the complexity of its business model to stay current with the industry;
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• maintain technology systems and processes that prevent cyberattacks and security vulnerabilities.
−Removed: As digital assets and blockchain technologies evolve, Bakkt may add, modify or discontinue certain aspects of its business model relating to the product mix and service offerings.
−Removed: Future additions and modifications to Bakkt’s business will increase the complexity of its business and place significant strain on Bakkt’s management, personnel, operations,
−Removed: systems, technical performance, financial resources and internal financial control and reporting functions.
+Added: As digital assets and blockchain technologies evolve, Bakkt has added, modified or discontinued certain aspects of its business model relating to the product mix and service offerings and may do so in the future.
+Added: Future additions and modifications to Bakkt’s business will increase the complexity of its business and place significant strain on Bakkt’s management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions.
We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to Bakkt’s business.
−Removed: In addition, recent volatility in digital asset markets and bankruptcies relating to digital asset companies could, among other things, reduce confidence in digital assets and blockchain technologies.
+Added: In addition, volatility in digital asset markets and bankruptcies relating to digital asset companies has in the past reduced and could in the future, among other things, reduce confidence in digital assets and blockchain technologies.
These events are continuing to develop, and it is not possible to predict at this time all of the risks that they may pose to Bakkt or on the digital asset industry as a whole.
−Removed: Pandemics and other public health emergencies, including the emergence of new COVID-19 variants resulting in another pandemic, could adversely affect our business, results of operations and financial condition.
+Added: Pandemics and other public health emergencies could adversely affect our business, results of operations and financial condition.
The coronavirus (COVID-19) pandemic created economic and financial disruptions globally and led governmental authorities to take unprecedented measures to mitigate the spread of the disease.
−Removed: From an operational perspective, the spread of COVID-19 resulted in, and the emergence of a new pandemic or other health emergency, including a resurgence of COVID-19, could in the future result in, temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.
+Added: From an operational perspective, the
+Added: spread of COVID-19 resulted, and the emergence of a new pandemic or other health emergency could in the future result, in temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.
We cannot assure you that such measures will adequately protect our business, and such measures could introduce new operational risks, including, but not limited to, cybersecurity risk, and strain our technological resources and business continuity plans.
If one or more of the third-party vendors to whom we outsource certain material activities claim that they cannot perform due to a force majeure or experience operational failures as a result of a pandemic or other public health emergency, it could have a material adverse effect on our business, results of operations and financial condition.
−Removed: The emergence of variant strains that are resistant to vaccines or a decrease in the effectiveness of vaccines over the long term could impact, among other things, the availability of our executive officers, staff and primary facilities, and the viability of our customers.
−Removed: In addition, in 2022 and continuing into 2023, the spread of COVID-19 variants, along with other factors, such as restrictions and limitations on business activities, labor shortages at ports and for long-haul transportation, volatility in fuel costs and raw material shortages, have resulted in disruptions to global supply chains, which have impacted the availability of critical hardware and extended lead times for certain components and systems we require for our operations.
−Removed: A resurgence in COVID-19 cases, or another pandemic or public health emergency, could negatively affect the flow or availability of certain hardware and related products for technology that we need to operate our business effectively and efficiently.
+Added: A pandemic or other public health emergency could also impact, among other things, the availability of our executive officers, staff and primary facilities, and the viability of our customers.
+Added: COVID-19 has in the past resulted, and another pandemic or public health emergency could in the future result, in disruptions to global supply chains, which could negatively affect the flow or availability of certain hardware and related products for technology that we need to operate our business effectively and efficiently.
Our inability to acquire suitable hardware and related products on acceptable terms or the loss of key suppliers could negatively affect our business.
−Removed: Pandemic and public health-related restrictions could also impact third-party providers' abilities to meet their contractual obligations to us, potentially impacting our operations.
−Removed: Pandemics and public health emergencies could also have an adverse impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so may adversely affect our business, financial condition or results of operations.
−Removed: MERGERS & ACQUISITIONS AND COMMON STOCK
−Removed: We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisition of Black Knight and are subject to continuing obligations contained in the the Consent Order entered into between the FTC, ICE and Black Knight, which could adversely affect our business and the value of our common stock.
−Removed: We recently completed the acquisition of Black Knight and the success of the merger will depend on, among other things, our ability to successfully integrate the business of Black Knight into the ICE Mortgage Technology business in a manner that facilitates growth opportunities, realizes anticipated synergies, and achieves the projected cost savings, revenue growth and profitability targets of the combined businesses without adversely affecting current revenues and investments in future growth.
−Removed: There is a significant degree of difficulty and management distraction inherent in the process of integrating an acquisition, which may involve delays or additional and unforeseen expenses.
−Removed: The integration and other disruptions from the merger may also disrupt our ongoing businesses.
−Removed: In connection with the merger and the integration of Black Knight’s business, we have incurred and expect to continue to incur significant costs.
−Removed: These incremental transaction-related costs may exceed the savings and efficiencies we expect to achieve from the integration of the businesses.
−Removed: Following the completion of the acquisition of Black Knight, we continue to be subject to periodic reviews by the FTC under the Consent Order we entered into with them, and we are required to certify that we are in compliance with the restrictions contained in the Consent Order.
−Removed: In addition, ICE continues to provide services and infrastructure to divested business units under the scrutiny of a monitor appointed by the FTC, which could impact our operations and cause us to incur significant expenses.
−Removed: If we are not able to successfully achieve our objectives from the Black Knight merger within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, may take longer to realize than expected, and our business or stock price may be adversely affected.
−Removed: As a result of the consummation of the merger with Black Knight, we are subject to risks relating to the business conducted by Black Knight.
−Removed: As a result of the consummation of the merger with Black Knight, we are subject to a variety of risks relating to the business conducted by Black Knight, many of which we, and more specifically, ICE Mortgage Technology, already face in our business, as described in various risk factors included in this Annual Report.
−Removed: Some of the specific risks facing Black Knight include risks relating to the mortgage lending industry, including general conditions in the industry;
−Removed: changes in inflation rates and interest rates;
−Removed: changes in current or new regulations and legislation and potential structural changes in the mortgage lending industry;
−Removed: technology risks, including cyber security and data privacy risks relating to Black Knight’s services;
−Removed: risks relating to intellectual property held or used by Black Knight;
−Removed: the ability of Black Knight to adequately compete with products or other companies, including through attracting new customers and retaining or selling additional service offerings to existing customers;
−Removed: risks relating to Black Knight’s use of international third-party service providers and Black Knight’s international operations;
−Removed: risks relating to Black Knight’s indebtedness;
−Removed: and risks relating to current and future legal proceedings or disputes involving Black Knight.
−Removed: In connection with any such legal proceeding or other dispute, we could incur significant expenses.
−Removed: An adverse resolution of any such proceeding or dispute may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results.
−Removed: We may fail to complete or realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from any future acquisitions or anticipated growth opportunities or expected benefits of our strategic investments, which could adversely affect the value of our common stock.
−Removed: We have completed many acquisitions, including our recent acquisition of Black knight, and plan to continue to pursue acquisitions and joint ventures.
−Removed: The success of our acquisitions will depend, in part, on our ability to integrate these businesses and realize anticipated cost savings, revenue synergies and growth opportunities.
−Removed: We generally set aggressive timelines for realizing savings, which assumes we successfully undertake a variety of actions (including, but not limited to, integrating technology, eliminating redundancies and effecting organizational restructurings) that are themselves subject to a variety of risks and may be subject to regulatory approvals that we do not control.
−Removed: The process of integrating acquired companies is time consuming and could disrupt each company’s ongoing businesses, produce unforeseen regulatory and operating difficulties (including inconsistencies in standards, controls, procedures and policies that adversely affect relationships with market participants, regulators and others), require substantial resources and expenditures and divert the attention of management from the ongoing operation of the business.
−Removed: There is also a risk that we may not integrate these acquired companies in a manner that permits our expected cost savings and revenue synergies to be fully realized in the time periods expected, or at all.
−Removed: In addition, a variety of factors, including but not limited to regulatory conditions, governmental competition approvals, cultural differences and difficulty integrating technology platforms, may adversely affect our ability to complete our acquisitions or realize our anticipated cost savings and synergies.
−Removed: We also may not realize anticipated growth opportunities and other benefits from strategic investments or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including decline in value of the other company, regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business.
−Removed: Further, strategic initiatives that have historically been successful may not continue to be successful due to competitive threats, changing market conditions or the inability for the parties to extend the relationship into the future.
−Removed: As a result of any future acquisition, we may issue additional shares of our common stock that dilute our stockholders’ ownership interest, expend cash, incur debt, assume actual and contingent liabilities, inherit existing or pending litigation or create additional expenses related to amortizing intangible assets.
−Removed: Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all.
−Removed: We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
−Removed: We are a legal entity separate and distinct from our operating subsidiaries.
−Removed: Our principal source of cash flow, including cash flow to pay dividends to our stockholders, principal and interest on our outstanding debt or repurchase shares of our common stock, is dividends from our subsidiaries.
−Removed: There are statutory and regulatory limitations on the payment of dividends by certain of our subsidiaries to us.
−Removed: If our subsidiaries are unable to make dividend payments to us and sufficient cash or liquidity is not otherwise available, we may not be able to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock, which could have a material adverse effect on our business, financial condition and operating results.
−Removed: Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.
−Removed: Our organizational documents contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, ICE.
−Removed: These provisions make a change of control less likely, which may be contrary to the desires of certain of our stockholders.
−Removed: Many of these provisions are required by relevant regulators in connection with our ownership and operation of U.S.
−Removed: and European equity exchanges.
−Removed: For example, our organizational documents include provisions that generally restrict any person (either alone or together with its related persons) from (i) voting or causing the voting of shares of stock representing more than 10% of our outstanding voting capital stock (including as a result of any agreement by any other persons not to vote shares of stock) or (ii) beneficially owning shares of stock representing more than 20% of the outstanding shares of any class or series of our capital stock.
−Removed: Further, our organizational documents generally limit the ability of stockholders to act by written consent, and generally authorize our Board of Directors, without stockholder approval, to issue and fix the rights and preferences of one or more series of preferred stock.
−Removed: In addition, provisions of Delaware law may have a similar effect, such as provisions limiting the ability of certain interested stockholders, as defined under Delaware law, from causing the merger or acquisition of a corporation against the wishes of the Board of Directors.
+Added: Pandemic and public health-related restrictions could also impact third-party providers' abilities to meet their contractual obligations to us and impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so, adversely affect our operations, business, financial condition or results of operations.
LEGAL AND REGULATORY
Our businesses and those of many of our clients have been and continue to be subject to extensive legislation and regulatory scrutiny, and we face the risk of changes to our regulatory environment and business in the future.
−Removed: We are and will continue to be subject to extensive regulation in many jurisdictions around the world, and in particular in the U.S.
+Added: We are and will continue to be subject to extensive regulation in many jurisdictions around the world, and in particular in the U.S., the U.K.
We face the risk of significant actions by regulatory and taxing authorities in all jurisdictions in which we conduct our businesses and hold investments, which may affect our business, the activity of our market participants, and our results.
−Removed: Among other things, as a result of regulators and tax authorities enforcing existing laws and regulations, we could be censured, fined, prohibited from pursuing certain acquisitions or engaging in some of our business activities, subjected to limitations or conditions on our business activities, including fair, reasonable and nondiscriminatory pricing restrictions, also known as FRAND, and prohibiting the inclusion of, or reliance on, “unfair” terms in certain customer contracts, or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our business or with respect to our employees, including settlement payments, interest payments and penalty payments.
−Removed: In many cases, our activities may be subject to overlapping and divergent regulation in different jurisdictions.
−Removed: The adoption of new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.
−Removed: EU policymakers continue to adopt and propose changes to regulatory intervention related to energy markets, including price limiting mechanisms on exchange traded gas products and strengthening the EU’s market abuse framework for wholesale energy markets.
+Added: Among other things, as a result of regulators and tax authorities enforcing existing laws and regulations, we have in the past been and could in the future be censured, fined, prohibited from pursuing certain acquisitions or engaging in some of our business activities, subjected to limitations or conditions on our business activities, including fair, reasonable and nondiscriminatory pricing restrictions, also known as FRAND, and prohibiting the inclusion of, or reliance on, “unfair” terms in certain customer contracts, or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our business or with respect to our employees, including settlement payments, interest payments and penalty payments.
+Added: In many cases, our activities are subject to overlapping and divergent regulation in different jurisdictions.
+Added: The adoption of new laws or regulations or changes in regulations or enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.
+Added: EU policymakers continue to adopt and propose changes to regulatory intervention related to energy markets, including pricing-limiting mechanisms on exchange-traded gas products and strengthening the EU’s market abuse framework for wholesale energy markets.
Trading volumes on ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts, could be impacted.
−Removed: Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel and is considering whether additional sanctions are appropriate for firms that violate that pricing requirement, which may impact our businesses and those of our clients.
+Added: Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel, which remains in place and impacts our businesses and those of our clients.
There may be additional regulatory changes forthcoming and additional impacts to our business.
We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S.
−Removed: Following the acquisition of Black Knight, we have enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.
+Added: Following the acquisition of Black Knight, we are subject to enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.
Changes to existing laws or regulations or adoption of new laws or regulations that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions.
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residential mortgage industry, in particular, those involving the roles of Fannie Mae and Freddie Mac, in addition to the regulatory roles of the CFPB and other banking regulators, could disrupt the residential mortgage market and have a material adverse effect on our business.
−Removed: Further, as a critical third-party service provider in the mortgage industry, we are subject to supervision and examination by certain regulators, which has resulted in, and will continue to result in, additional operating costs.
+Added: Further, as a critical third-party service provider in the mortgage industry, we are subject to supervision and examination by certain regulators, which has resulted, and will continue to result, in additional operating costs.
There is ongoing public concern regarding data privacy and data protection in many jurisdictions in which ICE operates.
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The laws and regulations related to privacy and data protection are increasing in complexity and number, change frequently and increasingly conflict among the various countries in which we operate, which has resulted in greater compliance risk and cost for us.
−Removed: Regulation of privacy and data protection often times require monitoring of, and changes to, our data practices in regard to the collection, use, disclosure, storage, transfer and/or security of personal and sensitive information.
−Removed: Regulatory activity in the privacy area may also hinder our business, for example, by restricting use or sharing of data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain data to our customers, or otherwise regulating artificial intelligence and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or which may lead to significant increases in the cost of compliance.
+Added: Privacy and data protection regulations often require monitoring of, and changes to, our data practices in regard to the collection, use, disclosure, storage, transfer and/or security of personal and sensitive information.
+Added: Regulatory activity in the privacy area may also hinder our business, for example, by restricting use or sharing of data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain data to our customers, or otherwise regulating artificial intelligence and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or that may lead to significant increases in the cost of compliance.
+Added: The expansion of our business in the U.S.
+Added: residential mortgage market increases the impact of data privacy legislation on our business.
These developments could impact our profitability in the affected jurisdictions, or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions, or could cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving all or certain of our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors.
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Markets in Financial Instruments Directive II, or U.K.
−Removed: MiFID II, and EU Markets in Financial Instruments Directive II, or EU MiFID II, the U.K BMR and the EU BMR, including each such regulation as incorporated into U.K.
−Removed: law, and the Dodd-Frank Act, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability.
+Added: MiFID II, and EU Markets in Financial Instruments Directive II, or EU MiFID II, the U.K BMR and the EU Benchmarks Regulation, or EU BMR, including each such regulation as incorporated into U.K.
+Added: law, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability.
These regulatory developments could also cause us to change our business practices, restructure our businesses or move certain of our businesses and employees.
−Removed: The enacted and proposed legal and regulatory changes most likely to affect our businesses are:
+Added: The enacted and proposed legal and regulatory changes, if implemented, most likely to affect our businesses are:
operational account and clearing requirements for EU market participants in EMIR 3.0, the proposal by U.S.
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CCP resolution enhancements and maintaining our exchanges’ abilities to operate as SROs with related immunity for the discharge of their regulatory functions.
−Removed: In addition, as the EU and U.K.
−Removed: amend legislation and regulation post-Brexit, there is a risk of increased divergence between the EU and U.K.
−Removed: regulatory regimes.
−Removed: As the operator of global businesses, the lack of harmonization in international financial reform efforts could impact our business as our clearing houses and exchanges are subject to regulation in multiple jurisdictions.
+Added: As the operator of global businesses, the divergence among countries' regulatory frameworks, including differences between the EU and the U.K.
+Added: post-Brexit, could impact our business as our clearing houses and exchanges are subject to regulation in multiple jurisdictions.
The Dodd-Frank Act established enhanced regulatory requirements for non-bank financial institutions designated as “systemically important” by the FSOC.
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Compliance with these requirements has resulted in, and will continue to result in, additional operating costs.
−Removed: In 2016, the SEC approved a plan to establish a market-wide consolidated audit trail, or CAT, to improve regulators’ ability to monitor trading activity.
+Added: In 2016, the SEC approved a plan to establish a market-wide consolidated audit trail, or the CAT, to improve regulators’ ability to monitor trading activity.
In 2018, the first phase of implementation went live and required SRO participants to begin reporting to the CAT.
−Removed: In addition to increased risk in connection with our regulatory obligations and implementation of the CAT could result in significant additional expenditures, which may not be reimbursed.
−Removed: Funding of the implementation and operation of the CAT is ultimately expected to be provided by both the SROs and broker-dealers.
−Removed: To date, however, funding has been provided solely by the SROs, partly in exchange for promissory notes, which increases the risk that SROs, including us, will not be reimbursed for costs expended to date.
+Added: In 2024, the final phase went live.
+Added: In addition to increased risk in connection with our regulatory obligations, the implementation of the CAT could result in significant additional expenditures, which may not be reimbursed.
+Added: Prior to SEC approval of billing of certain costs to broker-dealers beginning in 2024, funding for the CAT was provided primarily by the SROs, partly in exchange for promissory notes, which increased the risk that SROs, including us, will not be fully reimbursed for costs expended to build and operate the CAT.
Due to the replacement of the original plan processor, we recorded promissory note impairment charges of $16 million, $2 million and $16 million in 2023, 2020 and 2019, respectively.
−Removed: The SEC approved a funding model that shares the cost of the CAT between SROs and broker-dealers in September 2023, however, that approval has been challenged in the United States Court of Appeals for the Eleventh Circuit.
−Removed: If this challenge is successful, there is a risk that SROs will not be reimbursed.
+Added: The SEC approved a funding model that shares the cost of the CAT between SROs and broker-dealers in September 2023, however, that approval has been challenged in the United States Court of Appeals for the Eleventh Circuit, and another open litigation matter challenges the CAT as it currently exists.
+Added: If either challenge is successful, there is a risk that SROs will not be partially or fully reimbursed.
As of December 31, 2024, we have accrued approximately $118 million as a receivable in connection with our portion of expenses related to the CAT implementation.
−Removed: In addition, there are additional risks to SRO participants related to regulatory actions or fines in connection with a delay in implementation of the CAT.
−Removed: In addition, in October, the SEC proposed a new rule that would, among other things, prohibit securities exchanges from offering volume-based transaction pricing in connection with the execution of agency orders in exchange-listed securities.
−Removed: If adopted, this prohibition would negatively impact our securities exchanges’ ability to compete with off-exchange trading venues.
+Added: In addition, there are additional risks to SRO participants related to regulatory actions or fines in connection with the operation and use of the CAT, including the storage of sensitive and confidential information.
There is an increased focus on, and scrutiny of, ESG data and ratings providers by regulators and policymakers.
−Removed: Regulators and policymakers have indicated that extension of their regulatory oversight to ESG data service providers is
−Removed: This could result in new or additional regulations applicable to our ESG data products and services which could result in additional operating costs.
+Added: Certain regulators and policymakers have indicated that extension of their regulatory oversight to ESG data service providers is possible.
+Added: The EU adopted a regulation on the transparency and integrity of ESG rating activities, which aims to enhance the integrity, transparency, governance and independence of ESG ratings.
+Added: government has also published draft legislation proposing to regulate ESG data providers.
+Added: If adopted, certain of our offerings could be subject to increased regulation and oversight by the FCA.
+Added: In each instance, our ESG data products and services may be subject to additional
+Added: regulation and may require authorization and supervision by the relevant regulator, which could result in additional operating costs.
Legislative proposals in the EU and elsewhere are contemplating new or expanded requirements for data service providers such as conflict of interest and transparency rules, regulation of prices and fees and imposition of market access rules for third-country providers.
−Removed: These requirements may increase regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.
+Added: These requirements may increase our regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.
We are subject to tax laws, regulations, rulings and audits in multiple U.S.
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residential mortgage industry, including the FFIEC and its member agencies, and the CFPB, among others.
−Removed: Compliance with any such regulatory requirements gives rise to costs and expenses that may be material.
+Added: Compliance with any such regulatory requirements increases our regulatory burden and gives rise to costs and expenses that may be material.
Our regulators have broad enforcement powers to censure, fine, issue cease-and-desist orders, embargo future business activity or prohibit us from engaging in some of our businesses.
−Removed: We continue to face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activity of our business.
−Removed: Any such matters may result in material adverse consequences to our financial condition, operating results or ability to conduct our business, including adverse judgments, settlements, fines, penalties, injunctions, restrictions on our business activities or other relief.
+Added: We continue to face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance of our business.
+Added: Any enforcement matters by regulators may result in material adverse consequences to our financial condition, operating results or ability to conduct our business, including adverse judgments, settlements, fines, penalties, injunctions, restrictions on our business activities or other relief.
Our involvement in any such matters, even if the matters are ultimately determined to be in our favor, could also cause significant harm to our reputation and divert management attention from the operation of our business.
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Finally, the implementation of new legislation or regulations, or changes in or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require us to incur significant compliance costs and impede our ability to remain competitive and grow our business.
−Removed: Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market data and connectivity fees.
+Added: Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market and mortgage data and technology and connectivity fees.
Regulatory developments or court rulings could reduce the amount of revenue that we obtain from exchange market data and connectivity fees related to our U.S.
−Removed: equity and options exchanges.
+Added: equity and options exchanges, and from mortgage data related to our mortgage technology businesses.
With respect to our U.S.
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equities and equity options exchanges should be able to charge for market data and market access, and the manner in which we set such exchange fees could be reassessed.
−Removed: If new constraints are placed on our ability to charge for market data or market access in the U.S., it could have a negative impact on our revenues.
+Added: If new constraints are placed on our ability to charge for market data, mortgage data or market access in the U.S., it could have a negative impact on our revenues.
We cannot predict whether, or in what form, any regulatory or other changes will take effect or their impact on our business.
A determination by the SEC or a court, for example, that the SEC must link market data fees to marginal costs, take a more active role in the market data rate-setting process, or reduce the current levels of market data fees, could have an adverse effect on our market data revenues.
+Added: Furthermore, there could also be an adverse effect on our mortgage data revenues if our use of such data were restricted through regulation.
Separately, our European exchanges are currently authorized to sell trade information on a non-discriminatory basis at a reasonable cost.
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or other jurisdictions, it could have a negative impact on our revenues.
−Removed: The uncertainty surrounding the U.K.
−Removed: and EU regulatory frameworks following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition.
−Removed: Brexit has created political and economic uncertainty and instability in the global markets, particularly in the U.K.
−Removed: Political and economic uncertainty surrounding the future relationship of the U.K.
−Removed: and EU could lead to certain macroeconomic conditions that adversely affect our business.
+Added: Ongoing impacts and uncertainty following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition.
The long-term effects of Brexit will depend, in part, on the agreement the U.K.
−Removed: made to retain access to EU markets.
−Removed: The EU and U.K.
+Added: made to retain access to EU markets, and whether the EU and U.K.
continue to implement regulatory proposals related to the provision of financial services and the administration of benchmarks and indices in the EU and U.K.
−Removed: related to Brexit.
−Removed: and EU have agreed to a trade and cooperation agreement which governs the EU-U.K.
−Removed: relationship after the completion of the U.K.’s exit from the EU.
−Removed: The U.K.-EU Brexit deal does not provide a transition period for financial services, or any new arrangements to replace the existing “passport.” This leaves both the U.K.
−Removed: and EU to address matters of access in financial services through declarations of equivalence under existing equivalence regimes contained in U.K.
+Added: Following Brexit, matters of access in financial services are left to be addressed through declarations of equivalence under existing equivalence regimes contained in U.K.
and EU law and through domestic laws.
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ICE Clear Europe has been recognized by ESMA as a third-country CCP in accordance with EMIR and in March 2022, ESMA extended ICE Clear Europe's temporary recognition and tiering decision to June 2025.
−Removed: launched HM Treasury's Wholesale Markets Review to improve the competitiveness of the U.K.
−Removed: financial services sector and in March 2022 published its consultation response.
−Removed: In June 2023, the FSMA 2023 was enacted and makes significant changes to U.K.
−Removed: financial services regulation and incorporates considerations of the Wholesale Markets Review.
+Added: In January 2025, the European Union proposed to extend the equivalence decision for UK CCPs until June 30, 2028.
+Added: In the absence of an extension of the temporary equivalence or permanent equivalence of U.K.
+Added: CCPs by the European Commission, EU persons would be restricted in accessing clearing services at ICE Clear Europe, which could impact clearing revenues, and could also cause us to change our business practices, restructure our businesses or move certain of our businesses and employees.
+Added: In June 2023, the FSMA 2023 was enacted, which makes significant changes to U.K.
+Added: financial services regulation and incorporates considerations of the HM Treasury's March 2022 Wholesale Markets Review.
The FSMA 2023 expands the U.K.’s existing resolution regime for CCPs and enables the BOE to take full control of a CCP when necessary without relying on its existing powers, and permits the BOE to use a number of tools without reliance on the CCP’s rulebook.
−Removed: In December 2023, the FCA published a consultation proposing to revise the U.K.
−Removed: commodity derivatives framework.
−Removed: The FSMA 2023 reformed the U.K.’s commodity derivatives regulatory regime including revoking the MIFID II position limit requirements and transferring the powers to set position limits and controls from the FCA to the operator of trading venues.
−Removed: The FCA proposal requires U.K.
−Removed: trading venues to set position limits for critical and related contracts, to establish accountability thresholds and to report enhanced position data.
−Removed: In December 2022, the European Commission published new legislative proposals on clearing services amending EMIR and provisions in the framework.
−Removed: The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs through adding an operational account requirement, which could require EU-based firms to clear a proportion of their derivatives business at an EU CCP.
−Removed: These proposals and those mentioned above could impact our business.
As a result of the U.K.
and EU trade and cooperation agreement not providing free trade arrangements for financial services, any equivalence determinations or any further transition period for financial services could include restrictions on access to our services by persons located in the EU or make access more expensive, which could adversely affect our operations and profitability or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions.
−Removed: The consequences of Brexit and the terms of the trade and cooperation agreement could also cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving certain
−Removed: of our businesses and our employees to other jurisdictions.
+Added: The consequences of Brexit and the terms of the trade and cooperation agreement could also cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving certain of our businesses and our employees to other jurisdictions.
See Item 1 “- Business - Regulation” above for additional information regarding Brexit, including risks to our business associated with Brexit.
Risks relating to the administration of benchmarks and indices, and changes to, cessations of and the replacement of, or transition from, benchmarks and indices may result in legal risks and could adversely affect our business.
−Removed: Certain of our subsidiaries produce and license multiple benchmarks and indices across asset classes, which are used globally and are referenced in certain of our trading and clearing products.
−Removed: To ensure continued trading and clearing in these benchmark-related products, and the continued licensing and use of these benchmarks and indices, our subsidiaries must be able to demonstrate that these benchmarks and indices are determined with integrity and are not readily subject to manipulation, and must also continue to evolve these benchmarks and indices as necessary to maintain their reliability and relevance and continue to administer these benchmarks and indices in compliance with applicable laws and regulations.
+Added: Certain of our subsidiaries administer, produce and license a variety of benchmarks and indices across multiple asset classes, which are used globally and are referenced in certain of our trading and clearing products.
+Added: To ensure continued trading and clearing in these benchmark-related products, and the continued licensing and use of these benchmarks and indices, our subsidiaries must be able to demonstrate that these benchmarks and indices are determined with integrity and are not readily subject to manipulation.
+Added: Our subsidiaries must also continue to evolve these benchmarks and indices as necessary to maintain their reliability and relevance, and continue to administer, produce and license these benchmarks and indices in compliance with applicable laws and regulations.
Any failures, negative publicity or lawsuits related to our subsidiaries' administration of benchmarks and indices could result in a loss of confidence in the administration of these benchmarks and indices and could harm our business and our reputation.
−Removed: Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks, risks to our reputation, and have an adverse impact on our business, financial condition and operating results.
−Removed: Our subsidiary, IBA, is the administrator of LIBOR and various other global benchmarks.
−Removed: In July 2017, the FCA stated its intention that it would no longer be necessary to sustain LIBOR through its influence or legal powers beyond 2021.
−Removed: As a result, regulators in multiple jurisdictions encouraged market participants to transition from using LIBOR to alternative reference rates.
−Removed: The publication of most LIBOR settings ceased after December 31, 2021 with certain others ceasing after June 30, 2023.
−Removed: The FCA required IBA to continue to publish certain LIBOR settings under a changed "synthetic" methodology for a temporary period and intends that all remaining “synthetic” settings will cease, with the remaining GBP setting ceasing after publication on March 28, 2024, and the remaining USD settings ceasing after publication on September 30, 2024.
−Removed: Any LIBOR settings published under a “synthetic” methodology are not representative of the underlying market or economic reality the setting was intended to measure as those terms are used in the U.K.
−Removed: Any failures, negative publicity or lawsuits related to our IBA’s administration of LIBOR, could result in a loss of confidence in our subsidiaries’ administration of benchmarks and indices and could harm our business and our reputation.
−Removed: See Item 1 “- Business - Regulation” above for additional information regarding the LIBOR transition, including risks to our business associated with the LIBOR transition.
−Removed: Under the U.K.
−Removed: BMR, the use of “synthetic” LIBOR settings by U.K.-supervised entities in certain regulated contracts and instruments is either prohibited or subject to FCA permission.
−Removed: The use of “synthetic” LIBOR settings in jurisdictions outside the U.K.
−Removed: and by entities subject to the oversight of other regulatory authorities may also be restricted or prohibited by law in those jurisdictions and by the requirements of such regulatory authorities.
−Removed: We continue to monitor industry and regulatory developments in relation to the LIBOR transition and cessation and the resulting impacts on our business and on the markets using interest rate benchmarks today.
+Added: Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks
+Added: or risks to our reputation, and could have an adverse impact on our business, financial condition and operating results.
+Added: Our subsidiary, IBA, administers various globally important benchmarks, including ICE Swap Rate.
+Added: IBA was the administrator of LIBOR until the cessation of the benchmark at the end of September 2024.
+Added: As a “critical” benchmark, LIBOR was subject to a wind-down prior to its ultimate cessation, which included a period during which IBA was compelled by the FCA to continue to publish certain LIBOR settings under a changed "synthetic" methodology.
+Added: Any LIBOR settings published under a “synthetic” methodology were not representative of the underlying market or economic reality such settings were intended to measure prior to the period of compulsion.
+Added: On November 13, 2024, ICE Swap Rate was designated as a “critical” benchmark, and, as a result, administration of the benchmark is subject to additional obligations under the UK Benchmark Regulation.
+Added: These include the ability of the FCA to compel continued administration of ICE Swap Rate for up to 10 years if the administrator intends to cease providing the benchmark, to impose changes in the way the benchmark is determined if the FCA believes the benchmark is unrepresentative or its representativeness is at risk and to apply prohibitions and restrictions on the use of the benchmark in certain circumstances.
+Added: Any failures, negative publicity or lawsuits related to IBA’s administration of LIBOR, including during the period of “synthetic” LIBOR, or ICE Swap Rate, could result in a loss of confidence in our subsidiaries’ administration of benchmarks and indices and could harm our business and our reputation.
+Added: Benchmarks administered by our subsidiaries outside of the EU may continue to be used by supervised entities in the EU under transitional provisions of the EU Benchmarks Regulation until December 31, 2025, after which time those subsidiaries, as administrators of "third-country" benchmarks, will need to utilize one of the mechanisms provided under that regulation in order for EU-supervised entities to continue to use their third-country benchmarks.
+Added: To the extent our subsidiaries are unable to utilize one of those mechanisms for any reason once transitional provisions end, there is a risk that EU-supervised entities will not be able to continue to license and use their benchmarks, which could harm our business and our reputation.
In addition, certain authorities, including those in the U.S., the U.K.
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The results of these consultations or reviews may lead to a regulatory response that could affect our business.
−Removed: Additional regulation on index providers in the U.S., U.K., or other jurisdictions, could have a negative impact on our revenues.
+Added: Additional regulation on index providers in the U.S., U.K., EU or other jurisdictions, could have a negative impact on our revenues.
We may face liability for content contained in our data products and services.
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Any such claim, even if the outcome were ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources.
−Removed: Such claims and
−Removed: lawsuits could have a material adverse effect on our business, financial condition and operating results and a negative impact on our reputation.
+Added: Such claims and lawsuits could have a material adverse effect on our business, financial condition and operating results and a negative impact on our reputation.
In addition, we license and redistribute data and content from various third-party sources and the terms of these licenses change frequently.
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The costs and resources required to investigate any allegations could be material, and we may still be required to pay damages to or make unexpected large settlement payments to these data and content suppliers, which could also give rise to reputational harm.
−Removed: We are subject to significant litigation and liability risks.
+Added: We are subject to significant litigation and liability risks, including enforcement actions by our regulators.
Many aspects of our business, and the businesses of our market participants and data and mortgage technology customers, involve substantial risks of liability.
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A large number of significant error trades could result in participant dissatisfaction and a decline in participant willingness to trade in our electronic markets.
+Added: Matters relating to such trading events can also result in reviews, inspections, examinations and investigations by our regulators, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions .
In addition, we are subject to legal disputes that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future.
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The outcome of any of these legal proceedings that remain unresolved cannot be determined and adverse rulings in these matters could impact our financial condition and continued operations.
−Removed: Further, we could incur significant expenses defending the claims mentioned above and any future claims, even those without merit, which could adversely affect our business, financial condition and operating results.
−Removed: An adverse resolution of any lawsuit or claim against us, including those we are involved with due to acquisition activity, may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results.
−Removed: In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable.
+Added: Further, we have incurred significant expenses defending the claims mentioned above and will likely incur significant expenses defending any future claims, even those without merit.
+Added: An adverse resolution of any lawsuit or claim against us, including those we are involved with due to acquisition activity, has in the past required, and may in the future require, us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results.
+Added: In addition, from time to time we are required to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable.
Any such accruals may be adjusted as circumstances change.
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If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, delete or modify our confidential information or that of a third party.
−Removed: Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, result in litigation, regulatory action and potential liability for us, damage our brand and
−Removed: reputation or otherwise harm our business.
+Added: Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, resulting in litigation, regulatory action and potential liability for us, damaging our brand and reputation or otherwise harming our business.
Our networks and those of our customers, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.
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Although we have not been subject to cyberattacks or other cyber incidents that have had a material impact on our operations or financial condition, we have from time to time experienced cybersecurity events including distributed denial of service, or DDoS, attacks, malware infections, phishing, web attacks, zero day and/or emerging vulnerabilities with known exploits and other information technology incidents that are typical for a financial services company of our size.
−Removed: For example, we experienced DDoS attempts, brand misuse, and phishing attempts directed toward employee systems and personal email accounts during 2023.
+Added: For example, although not material, we experienced DDoS attempts, brand misuse, and phishing attempts directed toward
+Added: employee systems and employee email accounts during 2024.
While we operate an Information Security program that is designed to prevent, detect, track and mitigate cyber incidents and that has detected and mitigated such incidents in the past, we cannot assure you that these measures will be sufficient to protect our business against future attacks.
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While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, which may compound damages before the incident is discovered or remediated.
−Removed: Additionally, as threats continue to evolve and increase, and as the regulatory environment and regulations related to information security, disclosure of cyber attacks, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify, remediate and disclose any security vulnerabilities, which could adversely impact our net income.
+Added: Additionally, as threats continue to evolve and increase, and as the regulatory environment and regulations related to information security, disclosure of cyberattacks, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify, remediate and disclose any security vulnerabilities, which could adversely impact our net income.
Further, cybersecurity threats to, and incidents involving, vendors and other third parties who support our activities - particularly those with less-sophisticated defenses - could impact us.
−Removed: For example, although we did not experience any material impacts from the MOVEit security vulnerability that was widely publicized in May 2023, and exploited in various forms, we cannot assure you that we will not experience future events that may be material.
Our business has in the past been, and may in the future be, harmed by computer and communication systems failures and delays.
−Removed: Our business depends on the integrity, reliability and security of our infrastructure which is highly dependent on our computer and communication systems.
+Added: Our business depends on the integrity, reliability and security of our infrastructure which is highly dependent on our and our third-party providers’ computer and communication systems.
Our customers rely on us for the delivery of time-sensitive, up-to-date and high-quality financial market data, analytics and related solutions.
Our timely, reliable delivery of high-quality products and services is dependent upon an array of technical production processes that enable our content delivery platforms.
−Removed: Our redundant systems or disaster recovery plans, including our ability to recover from the loss of one of our primary data centers, may prove to be inadequate in the event of a systems failure or cybersecurity breach.
+Added: Our and our third-party providers’ redundant systems or disaster recovery plans, including our and our third-party providers’ ability to recover from the loss of one of our primary data centers, may prove to be inadequate in the event of a systems failure or cybersecurity breach.
Our systems, or those of our third-party providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following or other issues:
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• financial loss to us or those who depend on our systems and data.
+Added: For example, our business was impacted by the CrowdStrike outage in July 2024, and although impact to us from the outage was limited in scope and not material, we cannot make assurances that we will not experience future events that may be material.
We have experienced system failures in the past due to telecommunication failures and hardware and software malfunctions and defects, and could experience future system failures due to power or telecommunications failures, human error on our part or on the part of our vendors or participants, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, cyberattacks, intentional acts of vandalism or terrorism and similar events.
−Removed: For example, on January 24, 2023, due to a system issue resulting from a manual error in configuring relevant systems at the start of the trading day, the NYSE did not conduct opening auctions in a subset of listed securities.
−Removed: Some of the resulting trades were later reversed under NYSE rules, and NYSE members otherwise impacted by the event submitted claims for losses for which the NYSE provided appropriate compensation under its rules.
−Removed: NYSE may also be potentially subject to additional claims from the SEC or unknown third parties as a result of this event.
−Removed: This January 24, 2023 NYSE system issue, and other system issues in the future, could result in damage to our business reputation and participant dissatisfaction with our electronic platform, which could prompt participants to trade elsewhere or expose us to litigation or regulatory sanctions.
+Added: For example, on June 3, 2024, a defect in a new software release by NYSE subsidiary Securities Industry Automation Corporation, or SIAC, caused incorrect calculation of industry-wide trade price bands in certain securities symbols, leading to trades occurring at incorrect prices that were required to be reversed, the triggering of trading pauses based on the incorrect trade price bands, and member claims paid by the NYSE exchanges under their rules (in combination with SIAC) related to the same.
+Added: NYSE and/or SIAC may also potentially be subject to additional claims from the SEC or other third parties as a result of this event.
+Added: This event, and other system issues in the future, could result in damage to our business reputation and user dissatisfaction with our electronic platforms or technology services, which could prompt participants to trade elsewhere, use other technology vendors, and/or expose us to litigation or regulatory sanctions.
As a consequence, our business, financial condition and operating results could suffer materially.
Our regulated business operations generally require that our trade execution and communications systems be able to handle anticipated present and future peak trading volume.
−Removed: Heavy use of computer systems during peak trading times or at times of unusual market volatility could cause those systems to operate slowly or even to fail for periods of time.
−Removed: However, we cannot assure you that our estimates of future trading volume will be accurate or that our systems will always be able to accommodate actual trading volume without failure or degradation of performance.
+Added: Heavy use of computer systems during peak trading times or at times of unusual market volatility could exceed our available capacity based on estimated future trading volumes and cause those systems to operate slowly or even to fail for periods of time.
If we cannot increase the capacity and capabilities of our systems to accommodate an increasing volume of transactions and to execute our business strategy, our ability to maintain or expand our businesses could be adversely affected.
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It could require a significant amount of time and additional resources to transition to new third-party service providers or to enter into new commercial arrangements in order to offset loss of services to our clients.
−Removed: Our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.
+Added: Our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for use in our products and services or for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.
As a result of these audits, we have incurred and may in the future incur additional expenses.
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If unlicensed trading of any index product where we hold an exclusive license were permitted, we could lose trading volume for these products which would adversely affect our revenues associated with the license and the related index products.
+Added: Our emerging technology initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results.
+Added: Our financial performance depends, in part, on our ability to develop and market new and innovative services and to adopt or develop new technologies that differentiate our products or provide cost efficiencies, while avoiding increased related expenses.
+Added: Our adoption of emerging technologies, including artificial intelligence and machine learning tools, poses both risk of displacement and opportunity for innovation.
+Added: As artificial intelligence is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of artificial intelligence.
+Added: Moreover, there can be no assurance that the use of artificial intelligence will enhance our products or services or augment our business or operating results.
+Added: Market acceptance of artificial intelligence technologies is uncertain, and we may be unsuccessful in our product development efforts.
+Added: Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage, defamation, data privacy and cybersecurity, among others.
+Added: We are also exposed to risks related to the use of artificial intelligence technologies by third-party vendors, clients and other financial intermediaries.
+Added: In addition, the use of such technologies is governed by an evolving set of laws and regulations, and there is no single global regulatory framework for artificial intelligence, which creates further uncertainties regarding compliance with such laws and regulations.
+Added: As a result, our ability to leverage artificial intelligence could be restricted by burdensome and costly legal requirements.
+Added: The use of artificial intelligence may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm.
+Added: Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features
+Added: or functionality, or cost, to our offerings, or could negatively impact our business by causing our clients to rely less on our products and services.
+Added: Any of these factors could adversely affect our business, reputation or operating results.
Our success largely depends on key personnel, including our senior management, and having adequate succession plans in place.
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Our future performance depends, in large part, on the continued services of our senior management and other key personnel, including our ability to attract, retain and motivate key personnel.
−Removed: Competition for key personnel in the various
−Removed: localities and business segments in which we operate is intense.
+Added: Competition for key personnel in the various localities and business segments in which we operate is intense.
Our ability to attract and retain key personnel, in particular senior management, will be dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.
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Effective succession planning is also important to our long-term success.
−Removed: Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
+Added: Failure to ensure effective transfer of knowledge and smooth transitions involving key employees and board members could hinder our strategic planning and execution.
Further, changes in our management team may be disruptive to our business, and any failure to successfully integrate key new hires or promoted employees could adversely affect our business and results of operations.
We currently have a substantial amount of outstanding indebtedness which could adversely affect our financial condition and operations and restrict our activities or our ability to satisfy our debt service obligations.
−Removed: As of December 31, 2023, we had $22.6 billion of outstanding debt, inclusive of approximately $5 billion of senior notes and approximately $3.6 billion of commercial paper and term loans that we incurred in connection with the Black Knight acquisition to finance a portion of the cash consideration in the merger and related transactions and inclusive of the approximately $1 billion of Black Knight’s outstanding senior notes that we assumed upon closing of the Black Knight acquisition.
−Removed: This level of indebtedness could have important consequences to our business, including making it more difficult to satisfy our debt service obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, placing us at a competitive disadvantage compared to our peers and restricting us from pursuing certain business opportunities.
−Removed: As we use our available resources to reduce and refinance our consolidated debt, our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and our ability to pursue future business opportunities may be further restrained.
+Added: As of December 31, 2024, we had $20.4 billion of outstanding debt, inclusive of approximately $19.8 billion of senior notes and approximately $529 million of commercial paper.
+Added: This level of indebtedness could have important consequences to our business, including making it more difficult to satisfy our debt service obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and placing us at a competitive disadvantage compared to our peers.
In addition, the terms of our debt facilities contain affirmative and negative covenants, including a leverage ratio test and certain limitations on the incurrence of additional debt or the creation of liens and other matters.
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We may incur additional indebtedness in the future, which could materially affect our financial condition.
−Removed: Our long-term and short-term debt is currently rated by Moody’s Investor Services and Standard & Poor’s.
+Added: Our long-term and short-term debt is currently rated by Moody’s Ratings and S&P Global Ratings.
These ratings agencies regularly evaluate us and our credit ratings based on a number of quantitative and qualitative factors, including our financial strength and conditions affecting the financial services industry, generally.
Our credit ratings remain subject to change at any time, and it is possible that a ratings agency may take action to downgrade our credit ratings in the future.
−Removed: In particular, our inability to sustain our targeted level of debt on a consolidated basis may result in a downgrade of our credit ratings.
−Removed: A significant downgrade of our credit ratings in the future could impact customers’ willingness to use our clearing houses, make parties less willing to do business with us, and could negatively impact our ability to access the capital markets and increase the cost of our commercial paper and any future debt funding we may obtain.
−Removed: REPUTATIONAL HARM
+Added: A downgrade of our credit ratings in the future could impact customers’ willingness to use our clearing houses, make parties less willing to do business with us, and could negatively impact our ability to access the capital markets and increase the cost of our commercial paper and any future debt funding we may obtain.
+Added: COMPETITION AND REPUTATIONAL HARM
We face intense competition, and if we fail to keep up with rapid changes in technology and client preferences, it could negatively impact our competitive position.
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• exchanges offering listing and trading of cash equities, ETFs, closed-end funds and other structured products similar to those offered by us;
−Removed: • market data and information vendors, and financial firm consortia and single financial institutions selling such data and information;
+Added: • market and mortgage data and information vendors, and financial firm consortia and single financial institutions selling such data and information;
• providers of digital solutions for the U.S.
1 unchanged sentence
• interdealer brokers active in the global credit derivatives markets;
−Removed: • existing and newly formed electronic trading platforms, service providers and exchanges, some of which do not receive the same regulatory scrutiny as established market places;
+Added: • existing and newly formed electronic trading platforms, service providers and exchanges, some of which may utilize block chain technology or do not receive the same regulatory scrutiny as established market places;
• other clearing houses;
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For example, financial institutions are investing significantly in new technologies involving artificial intelligence and machine learning to deliver solutions at lower prices, more efficiently or more conveniently.
−Removed: The development and use of these types of new technologies and other industry changes could render our existing proprietary technology uncompetitive or obsolete.
−Removed: We cannot assure you that we will successfully implement new technologies or adapt our proprietary technology to our clients’ requirements or emerging industry standards in a timely and cost-effective manner.
+Added: The development and use of these types of new technologies and other industry changes could render our existing proprietary technology or product offerings or services uncompetitive or obsolete.
+Added: We cannot assure you that we will successfully implement new technologies or adapt our proprietary technology, product offerings or services to our clients’ requirements or emerging industry standards in a timely and cost-effective manner.
Any failure to remain abreast of industry standards in technology and to be responsive to client preferences could cause our market share to decline and negatively impact our results.
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Maintaining our reputation is critical to attracting and retaining customers and investors and for maintaining our relationships with our regulators.
−Removed: Negative publicity regarding our company, especially given the speed with which false information can be spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.
+Added: Negative publicity regarding our company, especially given the speed with which false information can spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.
+Added: MERGERS & ACQUISITIONS AND COMMON STOCK
+Added: We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our past or future acquisitions and strategic investments, which could adversely affect our business and the value of our common stock.
+Added: We have completed many acquisitions, and we expect to continue to pursue acquisitions and joint ventures.
+Added: The success of our acquisitions will depend, in part, on our ability to integrate these businesses and realize anticipated cost savings, revenue synergies and growth opportunities.
+Added: We generally set aggressive timelines for realizing savings, which assumes we successfully undertake a variety of actions (including, but not limited to, integrating technology, eliminating redundancies and effecting organizational restructurings) that are themselves subject to a variety of risks and may be subject to regulatory approvals that we do not control.
+Added: The process of integrating acquired companies is time-consuming and could disrupt each company’s ongoing businesses, produce unforeseen regulatory and operating difficulties (including inconsistencies in standards, controls, procedures and policies that adversely affect relationships with market participants, regulators and others), require substantial resources and expenditures and divert the attention of management from the ongoing operation of the business.
+Added: There is also a risk that we may not integrate these acquired companies in a manner that permits our expected cost savings and revenue synergies to be fully realized in the time periods expected, or at all.
+Added: In addition, a variety of factors, including but not limited to regulatory conditions, governmental competition approvals, cultural differences and difficulty integrating technology platforms, may adversely affect our ability to complete our acquisitions or realize our anticipated cost savings and synergies.
+Added: For example, our acquisition of Black Knight closed in September 2023, and we are continuing to integrate the business of Black Knight into the ICE Mortgage Technology business as we pursue expected cost savings and revenue synergies from the acquisition.
+Added: In addition, following the completion of the acquisition of Black Knight, we continue to be subject to periodic reviews by the Federal Trade Commission, or FTC, under the Consent Order we entered into with the FTC, and we are required to certify that we are in compliance with the restrictions contained in the Consent Order.
+Added: If we are not able to successfully achieve our objectives from the Black Knight merger within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, may take longer to realize than expected, and our business or stock price may be adversely affected.
+Added: We also may not realize anticipated growth opportunities and other benefits from strategic investments or strategic joint ventures or alliances that we have entered into or may enter into for a number of reasons, including decline in value of the other company, regulatory or government approvals or changes, global market changes, contractual obligations, competing products and, in some instances, our lack of or limited control over the management of the business.
+Added: Further, strategic initiatives that have historically been successful may not continue to be successful due to competitive threats, changing market conditions or the inability for the parties to extend the relationship into the future.
+Added: As a result of any future acquisition, we may issue additional shares of our common stock that dilute our stockholders’ ownership interest, expend cash, incur debt, assume actual and contingent liabilities, inherit existing or pending litigation or create additional expenses related to amortizing intangible assets.
+Added: Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all.
+Added: We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
+Added: We are a legal entity separate and distinct from our operating subsidiaries.
+Added: Our principal source of cash flow, including cash flow to pay dividends to our stockholders, principal and interest on our outstanding debt or repurchase shares of our common stock, is dividends from our subsidiaries.
+Added: There are statutory and regulatory limitations on the payment of dividends by certain of our subsidiaries to us.
+Added: If our subsidiaries are unable to make dividend payments to us and sufficient cash or liquidity is not otherwise available, we may not be able to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock, which could have a material adverse effect on our business, financial condition and operating results.
+Added: Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.
+Added: Our organizational documents contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, ICE.
+Added: These provisions make a change of control less likely, which may be contrary to the desires of certain of our stockholders.
+Added: Many of these provisions are required by relevant regulators in connection with our ownership and operation of U.S.
+Added: and European equity exchanges.
+Added: For example, our organizational documents include provisions that generally restrict any person (either alone or together with its related persons) from (i) voting or causing the voting of shares of stock representing more than 10% of our outstanding voting capital stock (including as a result of any agreement by any other persons not to vote shares of stock) or (ii) beneficially owning shares of stock representing more than 20% of the outstanding shares of any class or series of our capital stock.
+Added: Further, our organizational documents generally limit the ability of stockholders to act by written consent, and generally authorize our Board of Directors, without stockholder approval, to issue and fix the rights and preferences of one or more series of preferred stock.
+Added: In addition, provisions of Delaware law may have a similar effect, such as provisions limiting the ability of certain interested stockholders, as defined under Delaware law, from causing the merger or acquisition of a corporation against the wishes of the Board of Directors.
INTELLECTUAL PROPERTY
9 unchanged sentences
We cannot assure you that the steps that we have taken or will take in the future will prevent misappropriation of our intellectual property.
−Removed: Additionally, we may be unable to detect the misappropriation or unauthorized use of our confidential information and intellectual property.
+Added: Certain artificial intelligence technology may give rise to increased intellectual property risks, such as compromises to proprietary intellectual property and intellectual property infringement.
+Added: We may be unable to detect the misappropriation or unauthorized use of our confidential information and intellectual property.
Our failure to adequately protect our intellectual property could harm our reputation and affect our ability to compete effectively.
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CYBERSECURITY
−Removed: For the cybersecurity information required by Item 106 of Regulation S-K, refer to the section in Item 1 "- Business -Cybersecurity."
+Added: Our business activities rely extensively on technology and software, including the systems used by our business partners, regulators and customers.
+Added: In addition, our activities involve the use and retention of confidential data and information.
+Added: These activities make us susceptible to cyberattacks.
+Added: We employ the following activities, processes and strategies to help evaluate, manage and address these risks.
+Added: We maintain a Cybersecurity Strategy, or CSS, which emphasizes consideration of the nature of our business, ongoing intelligence collection regarding cybersecurity threats, and initiatives to specifically address prominent areas of cybersecurity risk.
+Added: The CSS outlines the key priorities for our cybersecurity program and the methods by which our Information Security department seeks to accomplish those goals.
+Added: • Governance and Leadership:
+Added: Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.
+Added: The Risk Committee of our Board of Directors has been delegated the primary responsibility for overseeing management’s identification and mitigation of cybersecurity risk.
+Added: The Risk Committee is composed of board members with diverse expertise including cybersecurity, risk management, technology, business operations, regulatory and finance.
+Added: The Risk Committee receives presentations on at least a quarterly basis from our Chief Information Security Officer, or CISO, and senior members of the Enterprise Risk Management, or ERM, team, and the Chair of the Risk Committee provides reports to the full Board of Directors following such presentations.
+Added: Our Information Security department is led by our CISO, who, in addition to quarterly presentations to the Risk Committee of our Board of Directors, also provides comprehensive reports to a dedicated internal governance committee at least quarterly outlining threat assessment, control performance, and ongoing enhancements.
+Added: Our current CISO has served in the role since September 2021 and leads the cybersecurity program across our regulated futures and options exchanges, CCPs, trade repositories, equities venues, systemically important financial market utilities (SIFMUs) and our data services network and mortgage technology platforms.
+Added: Prior to joining ICE, our CISO served as CISO of the White House Military Office and as CISO for two technology companies, and has more than 20 years of experience in cybersecurity, national security, and intelligence.
+Added: Additionally, cybersecurity matters are reported to and discussed with a cross-subsidiary leadership committee and subsidiary boards.
+Added: The Cyber Threat Intelligence team monitors multiple cybersecurity intelligence feeds and curates the applicable data.
+Added: In the event we identify a cybersecurity threat applicable to us, we have a process to evaluate, escalate to Senior Management and respond to the threat faced.
+Added: In addition, our CISO and other senior security leaders conduct periodic cybersecurity education sessions with our employees and directors.
+Added: These sessions cover general cybersecurity topics as well as specific details regarding our cybersecurity program.
+Added: • Risk Management :
+Added: Cybersecurity risk management is integrated into our broader ERM framework.
+Added: Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.
+Added: Additionally, thematic threats such as sabotage, fraud, and theft of assets or customer data are used to frame our risk management activities.
+Added: Asset theft often involves organized crime or financially motivated nations staging sophisticated, well-planned campaigns to steal significant cash, cryptocurrency, or equivalent assets.
+Added: Our thematic threats, along with others, are evaluated by our Board of Directors as well as our Risk Committee, Corporate Risk Officer and our CISO.
+Added: The CSS provides the framework we use for assessing risk, prioritizing testing, identifying remedial actions and validating improvements.
+Added: The CSS also provides for the deployment of external and internal teams of ethical hackers that operate alongside our traditional vulnerability detection processes.
+Added: • Information Sharing :
+Added: We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when appropriate.
+Added: Our cybersecurity leaders hold memberships and/or positions within the Financial Services Information Sharing and Analysis Center, or FS-ISAC, and the cross-sector Analysis and Resiliency Center, or ARC, in the U.S., the Financial Sector Cyber Collaboration Centre, or FSCCC, in the U.K., and similar organizations across the Europe, Middle East and Africa, or EMEA, and Asia Pacific, or APAC, regions.
+Added: • Third-Party Risk Oversight :
+Added: We maintain a third-party risk management program.
+Added: Our Information Security team provides subject matter expertise to our vendor management team to help assess a vendors' cybersecurity processes.
+Added: Vendors are assessed before we engage them, and once engaged, are monitored periodically to ensure that they maintain compliance with our cybersecurity standards.
+Added: • Independent Security Attestation :
+Added: We utilize both internal assessments and assessments by third parties, including external security assessors, consultants and auditors, to evaluate and test our cybersecurity program.
+Added: ICE’s Internal Audit, ERM, and Information Security Assurance teams conduct frequent assessments of varying scope to validate that our cybersecurity program controls and remediation processes are operating effectively.
+Added: External auditors are contracted to perform annual Service Organization Controls, or SOC, report attestations of both business and security controls.
+Added: In addition, our Cybersecurity Incident Response Plan is tested at least annually.
+Added: Our internal "red team" conducts multiple tests each year driven by key cybersecurity risks.
+Added: The results of these reviews alongside frequent regulatory and customer examinations are assessed, with any resulting mitigation activity assigned and tracked to remediation.
+Added: Our identification of risks and selection of cyber-related controls is performed in the context of the critical financial infrastructure we maintain and operate.
+Added: Our ongoing threat assessments are intended to identify changes in external events and in our activities, infrastructure and processes that could necessitate reprioritization of risks and controls.
+Added: The nature of our business activities mandates an emphasis on sabotage and asset theft as primary threats in addition to contemporary themes of data theft.
+Added: Our focus on these threats leads to an emphasis on network security, social engineering controls, behavioral detection of insider threat, and deliberate and rehearsed recovery strategies.
+Added: Although we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity threats, we have been, and expect to continue to be, subject to cyberattacks, hacking and other cybersecurity risks.
+Added: For further information on our cybersecurity risks, see Part I, Item 1(A), "Risk Factors", including the risk factor entitled “Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms,” included elsewhere in this Annual Report.
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.