6 unchanged sentences
We are a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities.
−Removed: These products, which span major asset classes including futures, equities, fixed income and U.S.
+Added: Our products, which span major asset classes including futures, equities, fixed income and U.S.
residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency.
1 unchanged sentence
We report our results in the following three segments:
−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:
4 unchanged sentences
Recent Developments
−Removed: Acquisition of Black Knight, Inc.
−Removed: On September 5, 2023, we acquired Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets.
−Removed: Pursuant to the Agreement and Plan of Merger, dated as of May 4, 2022, among ICE, Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the “merger
−Removed: agreement,” Sub merged with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE.
−Removed: The aggregate transaction consideration was approximately $11.8 billion, or $76 per share of Black Knight common stock, with cash comprising 90% of the value of the aggregate transaction consideration and shares of our common stock comprising 10% of the value of the aggregate transaction consideration.
−Removed: The aggregate cash component of the transaction consideration was $10.5 billion, and the number of our shares issued was based on the market price of our common stock and the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger.
−Removed: We expect that this transaction will build on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S.
−Removed: residential mortgage industry.
−Removed: We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.
−Removed: On September 14, 2023, or the Divestiture Date, in connection with the merger agreement, we sold Black Knight’s Optimal Blue and Empower loan origination system, or LOS, businesses, or the Divestitures, to subsidiaries of Constellation Software, Inc.
−Removed: The cash proceeds from the Divestitures were $241 million.
−Removed: The structure of the Optimal Blue transaction also included a Promissory Note with a face value of $500 million issued by the purchaser to Black Knight, as a subsidiary of ICE, at the closing of the transaction.
−Removed: As described in Note 3 to our consolidated financial statements included in this Annual Report, the Promissory Note was valued at $235 million on the Divestiture Date.
−Removed: Pursuant to the Agreement Containing Consent Orders entered into between the FTC and ICE and Black Knight, the Promissory Note was required to be sold within six months of the Divestiture Date.
−Removed: On February 7, 2024, the FTC approved the buyer of the Promissory Note and the proceeds of the Promissory Note sale will be paid to Black Knight in the near future.
−Removed: As we elected the fair value option for the Promissory Note, we are required to mark the asset to fair value each reporting period.
−Removed: For subsequent measurement as of December 31, 2023, we wrote down the value of the Promissory Note, resulting in a fair value loss of $160 million.
Global Market Conditions
−Removed: Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events or conflicts.
−Removed: Since 2022, macroeconomic conditions, including rising interest rates, inflation and significant market volatility, along with geopolitical concerns, including the conflicts in Ukraine, Israel and Gaza, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.
+Added: Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts.
+Added: Since 2022, macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.
Our business has been impacted positively and negatively by these global economic conditions.
−Removed: For instance, due to market volatility and rising interest rates, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds.
−Removed: Conversely, increases in mortgage interest rates in 2022 and 2023 have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment.
−Removed: If mortgage rates remain high or further increase, or if banks change their mortgage lending practices, our Mortgage Technology segment revenues may be further impacted.
−Removed: From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events in Ukraine, Israel, Gaza and surrounding regions.
−Removed: We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, the inflationary environment, geopolitical events and military conflicts, including repercussions from the conflicts in Ukraine, Israel and Gaza and the impact that any of the foregoing may have on the global economy and on our business.
−Removed: Throughout 2023, we have closely monitored the credit worthiness of our counterparties and investment agents during the recent banking sector events, scrutinized counterparties directly impacted and monitored for any potential contagion.
−Removed: We did not suffer any material negative impact from the banking sector events that occurred in early 2023.
−Removed: In light of the current and expected macroeconomic environment we will continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.
−Removed: Tax Policy Changes
−Removed: The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.
−Removed: In 2023, the OECD issued administrative guidance providing transitional safe harbor rules concerning the implementation of the Pillar Two framework, which will apply to fiscal years ending on or before December 31, 2026.
−Removed: The EU member states and many other countries, including the U.K., have committed to implement or have already
−Removed: enacted legislation adopting the Pillar Two rules.
−Removed: We are monitoring developments and evaluating the impacts of these new rules on our tax rate, including our ability to qualify for the safe harbor rules as implemented by each jurisdiction, however, we do not expect a material impact to our effective tax rate given our current tax profile.
+Added: For instance, due to market and interest rate volatility, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds.
+Added: Conversely, increases in mortgage interest rates in 2023 and to a
+Added: lesser extent, 2024, have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment.
+Added: If mortgage rates remain high or further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted.
+Added: In addition, higher interest rates have resulted, and may continue to result, in higher interest rates for our debt instruments as we refinance our existing indebtedness.
+Added: From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in Ukraine and the Middle East and surrounding regions.
+Added: We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, geopolitical events and military conflicts, including repercussions from the conflicts in Ukraine and the Middle East, and the impact that any of the foregoing may have on the global economy and on our business.
+Added: We also continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.
Consolidated Financial Highlights
The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts):
−Removed: (1) Operating income/(loss) from our Mortgage Technology segment was ($276 million) and $57 million in 2023 and 2022, respectively.
+Added: (1) Operating income/(loss) from our Mortgage Technology segment was $(170) million, $(276) million and $57 million in 2024, 2023 and 2022, respectively.
(2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.
1 unchanged sentence
These adjusted numbers are not calculated in accordance with U.S.
+Added: Generally Accepted Accounting Principles, or U.S.
See “—Non-GAAP Financial Measures” below.
2 unchanged sentences
Revenues, less transaction-based expenses $ 9,279 $ 7,988 16 % $ 7,988 $ 7,292 10 %
−Removed: $ 7,988 $ 7,292 10 % $ 7,292 $ 7,146 2 %
Recurring revenues (1)
6 unchanged sentences
Operating income $ 4,309 $ 3,694 17 % $ 3,694 $ 3,638 2 %
−Removed: $ 3,694 $ 3,638 2 % $ 3,638 $ 3,449 5 %
Adjusted operating income (2)
$ 5,469 $ 4,728 16 % $ 4,728 $ 4,339 9 %
−Removed: Operating margin
−Removed: 46 % 50 % (4 pts) 50 % 48 % 2 pts
+Added: Operating margin 46 % 46 % — 46 % 50 % (4 pts)
Adjusted operating margin (2)
−Removed: 59 % 59 % — pts
−Removed: 59 % 58 % 1 pt
−Removed: Other income/(expense), net $ (800) $ (1,830) (56) % $ (1,830) $ 2,249 n/a
+Added: 59 % 59 % — 59 % 59 % —
+Added: Other income/(expense), net $ (681) $ (800) (15) % $ (800) $ (1,830) (56) %
Income tax expense $ 826 $ 456 81 % $ 456 $ 310 47 %
−Removed: Effective tax rate
−Removed: 16 % 17 % (1 pt) 17 % 29 % (12 pts)
+Added: Effective tax rate 23 % 16 % 7 pts 16 % 17 % (1 pt)
Net income attributable to ICE
11 unchanged sentences
$ 3,620 $ 3,197 13 % $ 3,197 $ 2,906 10 %
−Removed: *Percentage changes in the table above deemed "n/a" are not meaningful.
(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility.
3 unchanged sentences
These adjusted figures are not calculated in accordance with U.S.
−Removed: Generally Accepted Accounting Principles, or GAAP.
See “- Non-GAAP Financial Measures” below.
4 unchanged sentences
See “—Non-GAAP Liquidity Measures” below.
−Removed: • Revenues, less transaction-based expenses, increased $696 million in 2023 from 2022.
+Added: • Revenues, less transaction-based expenses, increased $1.3 billion in 2024 from 2023.
The increase in revenues includes $18 million in favorable foreign exchange effects arising from fluctuations in the U.S.
1 unchanged sentence
• Revenues, less transaction-based expenses, increased $696 million in 2023 from 2022.
−Removed: The increase in revenues includes $115 million in unfavorable foreign exchange effects arising from fluctuations in the U.S.
+Added: The increase in revenues includes $17 million in favorable foreign exchange effects arising from fluctuations in the U.S.
dollar in 2023 as compared to 2022.
2 unchanged sentences
dollar in 2024 as compared to 2023.
−Removed: • Operating expenses decreased $43 million in 2022 from 2021.
−Removed: The decrease in operating expenses includes $38 million in favorable foreign exchange effects arising from fluctuations in the U.S.
+Added: • Operating expenses increased $640 million in 2023 from 2022.
+Added: The increase in operating expenses includes $4 million in unfavorable foreign exchange effects arising from fluctuations in the U.S.
dollar in 2023 as compared to 2022.
−Removed: • Other income/(expense), net, in 2023 primarily includes interest income of $319 million, interest expense of $808 million, our equity earnings in OCC of $16 million, estimated equity losses in our investment in Bakkt of $135 million, a fair value loss of $160 million related to the Black Knight Promissory Note, an impairment related to our CAT loan receivable of $16 million, FX remeasurement losses of $12 million, and a loss on the sale of the Dun &
−Removed: Bradstreet investment of $3 million, net of dividends received, that we acquired through the acquisition of Black Knight.
−Removed: • Other income/(expense), net, in 2022 primarily includes interest income of $108 million, interest expense of $616 million, our share of estimated equity method investment losses and an impairment charge on our investment in Bakkt to its fair value of $1.4 billion, a net gain on the sale of our Euroclear plc, or Euroclear, stake of $41 million, our equity earnings in OCC of $15 million, and FX remeasurement losses of $9 million.
−Removed: • The 16% effective tax rate in 2023 was below the U.S.
−Removed: corporate income tax rate primarily driven by the following factors:
+Added: • Other income/(expense), net, in 2024 primarily includes interest income of $141 million, interest expense of $910 million, our equity earnings in OCC of $25 million, estimated equity losses in our investment in Bakkt of $83 million, a gain of $160 million related to the PennyMac arbitration final award payment, a gain of $6 million related to the sale of certain fixed assets and FX remeasurement losses of $15 million.
+Added: • Other income/(expense), net, in 2023 primarily includes interest income of $319 million, interest expense of $808 million, our equity earnings in OCC of $16 million, estimated equity losses in our investment in Bakkt of $135 million, a fair value loss of $160 million related to the Black Knight Promissory Note, an impairment related to our CAT loan receivable of $16 million, FX remeasurement losses of $12 million, and a loss on the sale of the Dun & Bradstreet investment of $3 million, net of dividends received, that we acquired through the acquisition of Black Knight.
+Added: • The 23% effective tax rate in 2024 was above the statutory federal income tax rate primarily due to state and local income taxes, including the impacts of recording valuation allowances on certain state deferred tax assets, partially offset by favorable state apportionment changes and statutes of limitations expirations.
+Added: • The 16% effective tax rate in 2023 was below the statutory federal income tax rate primarily driven by the following factors:
favorable audit settlements for historical years, favorable state apportionment changes, and the application of the high-tax exception to Global Intangible Low-Taxed Income.
1 unchanged sentence
corporate income tax increase from 19% to 25% effective April 1, 2023, and the tax impact of certain non-deductible Black Knight acquisition costs.
−Removed: • The 17% effective tax rate in 2022 was below the U.S.
−Removed: corporate income tax rate primarily driven by the deferred income tax benefit from the impairment of our equity method investment in Bakkt.
−Removed: • The 29% effective tax rate in 2021 is significantly above the U.S corporate income tax rate primarily due to the deferred income tax expense resulting from the U.K.
−Removed: tax law changes enacted in 2021.
−Removed: In 2021, the U.K.
−Removed: enacted a corporate income tax rate increase from 19% to 25% effective April 1, 2023.
+Added: • The 17% effective tax rate in 2022 was below the statutory federal income tax rate primarily driven by the deferred income tax benefit from the impairment of our equity investment in Bakkt.
Business Environment and Market Trends
9 unchanged sentences
• the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements;
+Added: • emerging technology initiatives and offerings in our markets, including the use of artificial intelligence and machine learning;
• rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology;
1 unchanged sentence
Recent changes with regard to global financial reform have emphasized the importance of transparent markets, centralized clearing and access to data, all of which are important aspects of our product offering.
−Removed: However, some of the proposed rules have yet to be implemented and some rules that have already been partially implemented are being reconsidered.
+Added: However, some of the proposed rules have yet to be implemented and some rules that have already been partially implemented are being reconsidered, have been stayed or are subject to challenges in court.
In addition, some of the global regulations have not been fully harmonized and several non-U.S.
8 unchanged sentences
We anticipate that there will continue to be growth in the financial information services sector driven by a number of global trends, including the following:
−Removed: • increasing global regulatory demands;
+Added: • increasing or evolving global regulatory demands;
• greater use of fair value accounting standards and reliance on independent valuations;
5 unchanged sentences
• the development of new data products;
+Added: • greater use of emerging technologies, including artificial intelligence and machine learning;
• the demand for greater data capacity and connectivity;
33 unchanged sentences
Depreciation and amortization 260 248 5 248 240 3
−Removed: Acquisition-related transaction and integration costs — 1 (90) 1 61 (99)
+Added: Acquisition-related transaction and integration costs — — n/a — 1 n/a
Operating expenses 1,323 1,281 3 1,281 1,209 6
2 unchanged sentences
Transaction revenues, net $ 3,523 $ 3,010 17 % $ 3,010 $ 2,679 12 %
+Added: *Percentage changes in the table above deemed "n/a" are not meaningful.
(1) Transaction-based expenses are largely attributable to our cash equities and options business.
12 unchanged sentences
Our exchange transaction and clearing revenues are presented net of rebates.
−Removed: We recorded rebates of $989 million and $869 million in 2023 and 2022, respectively.
+Added: We recorded rebates of $1.3 billion and $989 million in 2024 and 2023, respectively.
We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate.
2 unchanged sentences
• Energy Futures and Options:
−Removed: Total energy volume increased 17% and revenues increased 29% in 2023 from 2022.
−Removed: – Total oil futures and options volume increased 19% in 2023 from 2022 driven, in part, by price volatility related to oil supply/demand dynamics and geopolitical risk, coupled with increased focus on Brent with Midland WTI now deliverable into the Brent Basket, providing additional physical liquidity and exposure.
−Removed: – Our global natural gas futures and options volume increased 16% in 2023 from 2022 primarily due to strength in our Dutch TTF complex as natural gas continues to globalize, coupled with price volatility related to geopolitical events in late 2023.
−Removed: – Our environmentals and other futures and options volume were flat in 2023 from 2022.
+Added: Total volume in our energy futures and options markets increased 25% and revenues increased 25% in 2024 from 2023.
+Added: – Oil futures and options volume increased 21% in 2024 from 2023, in part, due to geopolitical risk in the Middle East and uncertainty regarding oil supply and demand dynamics.
+Added: – Global natural gas futures and options volume increased 30% in 2024 from 2023.
+Added: The volume increase in our North American gas products was driven by increased volatility related to shifting weather and fundamentals.
+Added: In addition, growth in our TTF and Asian JKM gas complexes was driven by the continued globalization of the commodity, coupled with price volatility related to geopolitical risks and supply and demand dynamics.
+Added: – Environmentals and other futures and options volume increased 38% in 2024 from 2023, due to record environmental volumes driven by price volatility related to geopolitical risk in the Middle East, continued demand for market-based mechanisms to price climate risk and help enable greenhouse gas reduction goals, and higher power volumes driven by increased volatility as compared to the prior year.
• Agricultural and Metals Futures and Options:
−Removed: Total volume in our agricultural and metals futures and options markets increased 16% and revenues increased 15% in 2023 from 2022.
−Removed: The overall increase in agricultural volumes was primarily due to 2023 benefiting from elevated price volatility as a result of weather-related supply and demand dynamics, such as El Nino, driving an increased need to manage risk across our commodity markets.
−Removed: – Sugar futures and options volumes increased 20% in 2023 from 2022.
+Added: Total volume in our agricultural and metals futures and options markets decreased 2% and revenues decreased 5% in 2024 from 2023.
+Added: The overall decrease in agricultural volumes was due to reduced market volatility impacting our Sugar markets following an El Niño year, as well as a global supply shortage impacting our Cocoa markets, with Cocoa prices reaching an all-time high in 2024.
+Added: – Sugar futures and options volumes decreased 9% in 2024 from 2023.
– Other agricultural and metal futures and options volumes increased 4% in 2024 from 2023.
• Financial Futures and Options:
−Removed: Total volume in our financial futures and options markets was flat and revenues decreased 3% in 2023 from 2022, including the impacts of foreign exchange effects.
−Removed: – Interest rate futures and options volume increased 4% and revenue increased 2% in 2023 from 2022 driven by interest rate volatility and speculation regarding central bank activity in late 2023.
+Added: Total volume in our financial futures and options markets increased 32% and revenues increased 22% in 2024 from 2023, including the impacts of foreign exchange effects.
+Added: – Interest rate futures and options volume increased 39% and revenue increased 33% in 2024 from 2023 driven by interest rate volatility and divergence of rate paths by central banks.
Interest rate futures and options revenues were $399 million and $299 million in 2024 and 2023, respectively.
– Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 6% and revenue decreased 1% in 2024 from 2023.
−Removed: Other financial futures and options volume decreased as 2022 benefited from elevated volatility across global equity markets driven by geopolitical events, central bank activity and inflationary concerns.
+Added: Other financial futures and options volume decreased due to overall lower equity market volatility than in the prior year.
Other financial futures and options revenues were $160 million and $161 million in 2024 and 2023, respectively.
• Cash Equities and Equity Options:
−Removed: Cash equities volume decreased 7% in 2023 from 2022 due to lower total market volumes as 2022 benefited from elevated volatility related to inflationary, recessionary and geopolitical concerns.
+Added: Cash equities volume increased 9% in 2024 from 2023 due to increased participation in U.S.
+Added: equity markets.
Cash equities revenues, net of transaction-based expenses, were $307 million and $268 million in 2024 and 2023, respectively.
−Removed: Equity options volume increased 4% in 2023 from 2022 driven by increased participation.
+Added: Equity options volume increased 19% in 2024 from 2023 driven by increased participation and higher market share.
Equity options revenues, net of transaction-based expenses, were $124 million and $115 million in 2024 and 2023, respectively.
• OTC and Other:
−Removed: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S.
+Added: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S.
securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.
−Removed: Our OTC and other revenues decreased 7% in 2023 from 2022 primarily due to a decrease in interest income on clearing margin deposits.
+Added: Our OTC and other revenues were flat in 2024 compared to 2023.
• Data and Connectivity Services:
3 unchanged sentences
Through NYSE, NYSE American and NYSE Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies.
−Removed: Listings revenues decreased 4% in 2023 from 2022, driven by market volatility causing delays in initial public offerings, or IPOs.
−Removed: Listings revenues in our securities markets arise from fees applicable to companies listed on our cash equities exchanges– original listing fees and annual listing fees.
−Removed: Original listing fees consist of two components:
−Removed: initial listing fees and fees related to corporate actions.
−Removed: Initial listing fees, subject to a minimum and maximum amount, are based on the number of shares that a company initially lists.
+Added: Listings revenues decreased 2% in 2024 from 2023, due to the continued roll-off of initial listing fees from the strong initial public offerings, or IPO, market in 2021 and special purpose acquisition company, or SPAC, delistings.
All listings fees are billed upfront and the identified performance obligations are satisfied over time.
−Removed: Revenue related to the investor relations performance obligation is recognized ratably over the period these services are provided, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges.
−Removed: In addition, we earn corporate actions-related listing fees in connection with actions involving the issuance of new shares, such as stock splits, rights issues and sales of additional securities, as well as mergers and acquisitions.
−Removed: Listings fees related to other corporate actions are considered contract modifications of our listing contracts and are recognized ratably over time as customers continue to list on our exchanges.
−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.
Selected Operating Data
10 unchanged sentences
Energy futures and options 1,099 883 25 % 883 753 17 %
−Removed: 883 753 17 % 753 782 (4) %
Agricultural and metals futures and options 116 118 (2) % 118 102 16 %
1 unchanged sentence
851 646 32 % 646 646 — %
−Removed: 1,647 1,501 10 % 1,501 1,514 (1) %
−Removed: December 31, Year Ended
−Removed: 2023 2022 Change 2022 2021 Change
+Added: Total 2,066 1,647 26 % 1,647 1,501 10 %
Average Daily Volume of contracts traded (in thousands):
Energy futures and options 4,361 3,530 24 % 3,530 3,000 18 %
−Removed: 3,530 3,000 18 % 3,000 3,103 (3) %
Agricultural and metals futures and options 462 474 (3) % 474 407 16 %
Financial futures and options 3,309 2,532 31 % 2,532 2,524 — %
−Removed: 2,532 2,524 — % 2,524 2,475 2 %
−Removed: 6,536 5,931 10 % 5,931 5,966 (1) %
−Removed: December 31, Year Ended
+Added: Total 8,132 6,536 24 % 6,536 5,931 10 %
Rate per contract:
−Removed: 2023 2022 Change 2022 2021 Change
Energy futures and options
12 unchanged sentences
Energy futures and options 58,973 51,556 14 % 51,556 42,524 21 %
−Removed: 51,556 42,524 21 % 42,524 40,317 5 %
Agricultural and metals futures and options 3,503 4,855 (28) % 4,855 3,881 25 %
Financial futures and options 24,987 22,380 12 % 22,380 20,342 10 %
−Removed: 22,380 20,342 10 % 20,342 23,942 (15) %
−Removed: 78,791 66,747 18 % 66,747 68,022 (2) %
+Added: Total 87,463 78,791 11 % 78,791 66,747 18 %
The following charts and tables present selected cash and equity options trading data.
4 unchanged sentences
Total cash handled volume 2,436 2,231 9 % 2,231 2,409 (7) %
−Removed: Total cash market share matched 19.9 % 19.9 % — 19.9 % 19.9 % —
+Added: Total cash market share matched 19.7 % 19.9 % (0.2 pts) 19.9 % 19.9 % —
NYSE equity options (contracts in thousands):
−Removed: NYSE equity options volume 7,900 7,621 4 % 7,621 7,162 6 %
−Removed: Total equity options volume 40,369 38,244 6 % 38,244 37,170 3 %
+Added: NYSE equity options volume (ADV) 9,375 7,900 19 % 7,900 7,621 4 %
+Added: Total equity options volume (ADV) 44,360 40,369 10 % 40,369 38,244 6 %
NYSE share of total equity options 21.1 % 19.6 % 1.5 pts 19.6 % 19.9 % (0.3 pts)
7 unchanged sentences
Section 31 fees are recorded on a gross basis as a component of transaction and clearing fee revenue.
−Removed: These Section 31 fees are assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change.
+Added: These Section 31 fees are
+Added: assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change.
We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our transaction and clearing revenues when invoiced.
2 unchanged sentences
Section 31 fees were $679 million and $293 million in 2024 and 2023, respectively.
−Removed: The decrease in Section 31 fees was primarily due to a decrease in rates.
+Added: The increase in Section 31 fees was primarily due to an increase in rates and volumes.
The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required.
16 unchanged sentences
Operating income $ 3,636 $ 3,159 15 % $ 3,159 $ 2,862 10 %
−Removed: $ 3,159 $ 2,862 10 % $ 2,862 $ 2,523 13 %
Adjusted operating income (1)
$ 3,719 $ 3,241 15 % $ 3,241 $ 2,929 11 %
−Removed: Operating margin
−Removed: 71 % 70 % 1 pt 70 % 65 % 5 pts
+Added: Operating margin 73 % 71 % 2 pts 71 % 70 % 1 pt
Adjusted operating margin (1)
−Removed: 73 % 72 % 1 pt 72 % 69 % 3 pts
+Added: 75 % 73 % 2 pts 73 % 72 % 1 pt
(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.
3 unchanged sentences
The following charts and table present our selected statements of income data for our Fixed Income and Data Services segment (dollars in millions):
−Removed: (1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.
−Removed: As a result, these adjusted numbers are not calculated in accordance with U.S.
+Added: (1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.
+Added: These adjusted numbers are not calculated in accordance with GAAP.
See “- Non-GAAP Financial Measures” below.
25 unchanged sentences
Fixed Income and Data Services Revenues
−Removed: Our Fixed Income and Data Services revenues increased 7% in 2023 from 2022 due to growth in our other data and network services and our fixed income data and analytics products, coupled with strength in CDS clearing.
+Added: Our Fixed Income and Data Services revenues increased 3% in 2024 from 2023 primarily due to strength in our fixed income data and analytics products and our other data and network services.
• Fixed Income Execution:
Fixed income execution includes revenues from ICE Bonds.
−Removed: Execution fees are reported net of rebates, which were nominal in 2023 and 2022.
−Removed: Our fixed income execution revenues increased 23% in 2023 from 2022 due to increased activity as a result of continued interest rate volatility.
+Added: Execution fees are reported net of rebates, which were $7 million and $5 million in 2024 and 2023, respectively.
+Added: Our fixed income execution revenues decreased 6% in 2024 from 2023 as higher revenues from record corporate and municipal bond trading were more than offset by lower levels of U.S.
+Added: treasury activity.
• CDS Clearing:
−Removed: CDS clearing revenues increased 18% in 2023 from 2022.
−Removed: The notional value of CDS cleared was $18.8 trillion and $23.8 trillion in 2023 and 2022, respectively.
−Removed: The increase in revenues was primarily due to net interest income on collateral balances.
+Added: CDS clearing revenues decreased 5% in 2024 from 2023.
+Added: The notional value of CDS cleared, including index options, was $19.8 trillion and $19.0 trillion in 2024 and 2023, respectively.
+Added: The overall decrease in revenues was primarily due to lower net interest income on collateral balances.
• Fixed Income Data and Analytics:
−Removed: Our fixed income data and analytics revenues increased 2% in 2023 from 2022 primarily due to strength in our index business and growth in our pricing and reference data business.
+Added: Our fixed income data and analytics revenues increased 5% in 2024 from 2023 primarily due to growth in our pricing and reference data business and strength in our index business.
• Other Data and Network Services:
Our other data and network services revenues increased 5% in 2024 from 2023.
−Removed: The increase in revenues was driven by growth in our ICE Global Network offering, coupled with strength in our desktops, feeds and derivatives analytics revenues.
+Added: The increase in revenues was primarily driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds and desktop revenues.
Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues, which includes Fixed Income Data and Analytics as well as Other Data and Network Services, subscribed for the succeeding 12 months.
15 unchanged sentences
Operating income $ 843 $ 811 4 % $ 811 $ 719 13 %
−Removed: $ 811 $ 719 13 % $ 719 $ 529 36 %
Adjusted operating income (1)
$ 1,026 $ 979 5 % $ 979 $ 899 9 %
−Removed: Operating margin
−Removed: 36 % 34 % 2 pts 34 % 28 % 6 pts
+Added: Operating margin 37 % 36 % 1 pt 36 % 34 % 2 pts
Adjusted operating margin (1)
−Removed: 44 % 43 % 1 pt 43 % 38 % 5 pts
+Added: 45 % 44 % 1 pt 44 % 43 % 1 pt
(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.
−Removed: These adjusted figures are not calculated in accordance with GAAP.
+Added: These adjusted numbers are not calculated in accordance with GAAP.
See “- Non-GAAP Financial Measures” below.
1 unchanged sentence
The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions):
−Removed: (1) Servicing Software is a new revenue category following completion of the Black Knight acquisition.
−Removed: (2) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.
−Removed: As a result, these adjusted figures are not calculated in accordance with U.S.
+Added: (1) Servicing Software was a new revenue category beginning in 2023 following completion of the Black Knight acquisition.
+Added: (2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.
+Added: These adjusted numbers are not calculated in accordance with GAAP.
See “- Non-GAAP Financial Measures” below.
20 unchanged sentences
Each revenue classification above contains a mix of recurring and transaction revenues, based on the various service offerings described in more detail below.
−Removed: During 2023, we reclassified certain revenues within our Mortgage Technology segment that were previously included in other revenues to closing solutions, origination technology and data and analytics revenues.
−Removed: Closing solutions revenues now include membership dues, and origination technology revenues and data and analytics revenues now include mortgage-related professional services revenues.
−Removed: As of December 31, 2023, other revenues are no longer separately presented.
−Removed: We believe this is a more accurate reflection of the nature of these revenues.
−Removed: The impact of this change was not material, and the prior year periods have been adjusted for comparability.
−Removed: Additionally, following the acquisition of Black Knight and beginning in the third quarter of 2023, we have added servicing software to our Mortgage Technology segment revenues.
−Removed: The comparable periods in 2022 results do not include a contribution from the Black Knight acquisition.
Mortgage Technology Revenues
2 unchanged sentences
Our mortgage technology business is intended to enable greater workflow efficiency and mitigate risks for customers throughout the mortgage life cycle.
−Removed: Black Knight contributed $363 million of revenues in 2023 following completion of the acquisition.
−Removed: Excluding the revenue contributed by Black Knight, mortgage technology revenues decreased $175 million or 15% in 2023 from 2022, primarily due to lower mortgage origination volumes driven by rising interest rates.
+Added: Black Knight contributed $1.1 billion and $363 million of revenues in 2024 and 2023, respectively, following completion of the acquisition.
• Origination technology:
−Removed: Our origination technology revenues decreased 13% in 2023 from 2022 due to lower transaction-based revenues as mortgage origination volumes declined during 2023, offset by $11 million of origination technology revenue from Black Knight following completion of our acquisition in September 2023.
+Added: Our origination technology revenues increased 3% in 2024 from 2023 primarily due to incremental origination technology revenue contributed by Black Knight following completion of our acquisition in September 2023.
Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards.
3 unchanged sentences
• Closing solutions:
−Removed: Our closing solutions revenues decreased 25% in 2023 from 2022 due to lower mortgage origination volumes.
−Removed: Our closing solutions connect key participants, such as lenders, title and settlement agents and
−Removed: individual county recorders, to digitize the closing and recording process.
+Added: Our closing solutions revenues increased 13% in 2024 from 2023 primarily driven by increased market share and continued adoption of digital solutions.
+Added: Our closing solutions connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the closing and recording process.
Closing solutions also include revenues from our 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.
2 unchanged sentences
• Servicing software:
+Added: Our servicing software revenues increased $560 million in 2024 from 2023 due to a full year of servicing software revenue contributed by Black Knight following completion of our acquisition in September 2023.
Our servicing software revenues include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce risk and improve financial performance.
1 unchanged sentence
We also provide solutions that provide consumers with access to customized, timely information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention.
−Removed: Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.
+Added: servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.
+Added: Revenues from servicing solutions are largely subscription-based and recurring in nature based on number of loans serviced.
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.
−Removed: 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: We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to pro perties 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 number of foreclosures.
• Data and Analytics :
−Removed: Our Data and Analytics revenues increased 69% in 2023 from 2022 primarily due to $63 million of revenue from Black Knight following completion of our acquisition in September 2023.
−Removed: Data and Analytics revenues include those related to ICE Mortgage Technology's Data & Document Automation and 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 revenues increased 66% in 2024 from 2023 primarily due to the incremental revenue contributed by Black Knight following completion of our acquisition in September 2023.
+Added: Data and Analytics revenues include those related to ICE Mortgage Technology's Data & Document Automation and 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 of the U.S.
+Added: In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of the U.S.
residential mortgage market, as well as credit and prepayment models, custom and proprietary analytics, valuation, and MLS solutions.
−Removed: We also provide a Data as a Service, or DaaS, for lenders and industry participants to access industry data and origination information.
−Removed: 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.
+Added: We also provide de-identified mortgage origination data for lenders and industry participants to access industry data and origination information.
Revenues related to our data products are largely subscription-based and recurring in nature.
+Added: 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.
Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals.
2 unchanged sentences
The primary driver of the increase in operating expenses is related to the impact of the Black Knight acquisition and the corresponding Black Knight related operating expenses.
−Removed: The resulting operating loss and negative margin is primarily related to the acquisition-related transaction and integration costs incurred during the year.
+Added: The resulting operating losses and negative margins are primarily related to the acquisition-related transaction and integration costs incurred during the years presented.
See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.
8 unchanged sentences
$ 724 $ 508 43 % $ 508 $ 511 (1) %
−Removed: Operating margin
−Removed: (21) % 5 % (26 pts) 5 % 28 % (23 pts)
+Added: Operating margin (8) % (21) % 13 pts (21) % 5 % (26 pts)
Adjusted operating margin (1)
3 unchanged sentences
These adjusted numbers are not calculated in accordance with GAAP.
−Removed: See “- Non-GAAP Financial Measures”
+Added: See “- Non-GAAP Financial Measures” below.
Consolidated Operating Expenses
2 unchanged sentences
Compensation and benefits $ 1,909 $ 1,595 20 % $ 1,595 $ 1,407 13 %
−Removed: $ 1,595 $ 1,407 13 % $ 1,407 $ 1,462 (4) %
Professional services 154 123 25 % 123 131 (6)
−Removed: 123 131 (6) 131 159 (17)
Acquisition-related transaction and integration costs 104 269 (61) % 269 93 189
−Removed: 269 93 189 93 102 (9)
Technology and communication 848 734 16 % 734 683 8
−Removed: 734 683 8 683 666 2
Rent and occupancy 111 92 21 % 92 83 10
−Removed: 92 83 10 83 84 (1)
Selling, general and administrative 307 266 15 % 266 226 17
−Removed: 266 226 17 226 215 5
Depreciation and amortization 1,537 1,215 27 % 1,215 1,031 18
−Removed: 1,215 1,031 18 1,031 1,009 2
Total operating expenses $ 4,970 $ 4,294 16 % $ 4,294 $ 3,654 18 %
−Removed: $ 4,294 $ 3,654 18 % $ 3,654 $ 3,697 (1) %
The majority of our operating expenses do not vary directly with changes in our volume and revenues, except for certain technology and communication expenses, including data acquisition costs, licensing and other fee-related arrangements and a portion of our compensation expense that is tied directly to our data sales or overall financial performance.
We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, integration of acquisitions, and other investments.
−Removed: In both 2023 and 2022, 9% of our operating expenses were billed in pounds sterling or euros.
+Added: In 2024 and 2023, 8% and 9%, respectively, of our operating expenses were billed in pounds sterling or euros.
Due to fluctuations in the U.S.
2 unchanged sentences
Compensation and Benefits Expenses
−Removed: Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer taxes.
−Removed: The bonus component of our compensation and benefits expense is based on both our financial performance and individual employee performance.
−Removed: The performance-based restricted stock compensation expense is also based on our financial performance.
+Added: Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer payroll taxes.
+Added: The bonus and stock compensation components of our compensation and benefits expense are based on both our financial performance and individual employee performance.
Therefore, our compensation and benefits expense will vary year-to-year based on our financial performance and fluctuations in our number of employees.
4 unchanged sentences
Stock-based compensation expenses $ 212 $ 197 8 %
−Removed: Employee headcount increased in 2023 from 2022 primarily due to our acquisition of Black Knight.
−Removed: Compensation and benefits expense increased $188 million in 2023 from 2022 primarily due to $155 million attributable to our acquisition of Black Knight and an increase in our bonus and noncash performance-based restricted stock compensation accruals, partially offset by higher capitalized labor and lower payroll.
+Added: Compensation and benefits expense increased $314 million in 2024 from 2023 primarily due to incremental expense of $269 million attributable to our acquisition of Black Knight and higher payroll, bonus and noncash performance-based restricted stock compensation expenses due to merit and performance, partially offset by higher capitalized labor.
The stock-based compensation expenses in the table above relate to employee stock option and restricted stock awards and exclude stock-based compensation related to acquisition-related transaction and integration costs.
1 unchanged sentence
Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees, and may fluctuate as a result of changes in our use of these services in our business.
−Removed: Professional services expenses decreased $8 million in 2023 from 2022 primarily due to lower consulting expenses related to bringing certain mortgage technology-related costs in-house, partially offset by higher legal expenses primarily related to the Black Knight acquisition.
+Added: Professional services expenses increased $31 million in 2024 from 2023 primarily due to $6 million in incremental expense attributable to our acquisition of Black Knight, combined with increases in NYSE regulatory consulting and general legal matter expenses.
Acquisition-Related Transaction and Integration Costs
−Removed: In 2023, we incurred $269 million in acquisition-related transaction and integration costs primarily due to legal, consulting and integration expenses related to our acquisition and integration of Black Knight and our integration of Ellie Mae.
−Removed: Included in the acquisition-related transaction and integration costs was $55 million of Black Knight replacement restricted stock awards that accelerated due to the Divestitures and certain terminations.
+Added: In 2024, we incurred $104 million in acquisition-related transaction and integration costs primarily due to integration expenses related to Black Knight.
+Added: In 2023, we incurred $269 million in acquisition-related transaction and integration costs primarily due to legal, banker, consulting and integration expenses related to our acquisition and integration of Black Knight and our integration of Ellie Mae.
+Added: Included in the acquisition-related transaction and integration costs in 2023 were $55 million of Black Knight replacement restricted stock awards that accelerated due to the Divestitures and certain terminations.
We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth.
6 unchanged sentences
Technology and communications expenses may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly.
−Removed: Technology and communications expenses increased by $51 million in 2023 from 2022, primarily due to $40 million related to Black Knight and increased hardware and software support costs, partially offset by a decrease in license expense.
+Added: Technology and communications expenses increased by $114 million in 2024 from 2023, primarily due to hardware and software support costs and data services expenses, mainly at Black Knight, combined with rising revenues on certain products causing an increase in our revenue share.
Rent and Occupancy Expenses
1 unchanged sentence
We have significant operations located in the U.S., U.K., and India, with smaller offices located throughout the world.
−Removed: Rent and occupancy expenses increased $9 million in 2023 from 2022, primarily due to $5 million related to Black Knight and other increases in rent and utility costs.
+Added: Rent and occupancy expenses increased $19 million in 2024 from 2023, primarily due to duplicate rent expenses related to our London and New York leased offices and incremental increases attributable to Black Knight offices.
See Item 2 “- Properties” above for additional information regarding our leased and owned property.
1 unchanged sentence
Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs.
−Removed: Selling, general and administrative expenses increased $40 million in 2023 from 2022, primarily due to $8 million attributable to Black Knight, payments of claims made following a NYSE system outage that occurred in January 2023, accruals for regulatory matters, an increase in travel and entertainment expenses and increased bad debt expense.
+Added: Selling, general and administrative expenses increased $41 million in 2024 from 2023, primarily due to $20 million in incremental costs attributable to Black Knight and increases in other underlying costs, including customer acquisition costs from higher IPO activity, marketing, travel and entertainment.
+Added: In addition, we also incurred a $10 million expense in 2024 for valid claims made following an equity trading issue at NYSE that occurred in June 2024, which is net of insurance proceeds, and $15 million of accruals related to a regulatory matters.
+Added: These increases were partially offset by 2023 expenses, including a $6 million expense for claims made following a NYSE system outage in January 2023, and an $11 million regulatory matter expense.
Depreciation and Amortization Expenses
−Removed: Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, software, furniture, fixtures and equipment over their estimated useful lives.
−Removed: This expense includes amortization of intangible assets obtained in our acquisitions of businesses, as well as on various licensing agreements, over their estimated useful lives.
−Removed: Intangible assets subject to amortization consist primarily of customer relationships, trading products with finite lives and technology.
−Removed: This expense also includes amortization of internally-developed and purchased software over its estimated useful life.
−Removed: We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of $749 million and $610 million in 2023 and 2022, respectively.
−Removed: During 2023, $141 million in amortization expense was related to intangible assets acquired in connection with our Black Knight acquisition.
+Added: Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, purchased software, internally-developed software, furniture, fixtures and equipment over their estimated useful lives.
+Added: This expense includes amortization of intangible assets obtained in our acquisitions of businesses over their estimated useful lives.
+Added: Intangible assets subject to amortization consist primarily of customer relationships, technology, data and databases and trademarks and trade names.
+Added: We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of $1.0 billion and $749 million in 2024 and 2023, respectively.
+Added: During 2024, $427 million in amortization expense was related to intangible assets acquired in connection with our Black Knight acquisition, as compared to $141 million in 2023.
+Added: Amortization expense includes a $3 million impairment charge related to developed technology and a $7 million impairment charge related to a trademark intangible for 2024 and 2023, respectively.
We recorded depreciation expenses on our fixed assets of $525 million and $466 million in 2024 and 2023, respectively.
−Removed: The increase in 2023 over 2022 was primarily due to an increase in internally developed software assets in our Mortgage Technology segment.
+Added: The increase in 2024 over 2023 was primarily due to depreciation of fixed assets in connection with our Black Knight acquisition of $37 million in 2024, as compared to $9 million in 2023, and increases in internally developed software and leasehold improvements.
Consolidated Non-Operating Income/(Expense)
5 unchanged sentences
Interest income
−Removed: $ 319 $ 108 195 % $ 108 $ 1 n/a
−Removed: Interest expense
$ 141 $ 319 (56) % $ 319 $ 108 195 %
+Added: Interest expense (910) (808) 13 (808) (616) 31
Other income/(expense), net 88 (311) n/a (311) (1,322) (76)
−Removed: Total other income/(expense), net $ (800) $ (1,830) (56) % $ (1,830) $ 2,249 n/a
−Removed: Net income attributable to non-controlling interest
−Removed: $ (70) $ (52) 35 % $ (52) $ (11) 383 %
+Added: Total other income/(expense), net $ (681) $ (800) (15) % $ (800) $ (1,830) (56) %
+Added: Net income attributable to non-controlling interests $ (48) $ (70) (31) % $ (70) $ (52) 35 %
*Percentage changes in the table above deemed "n/a" are not meaningful.
Interest Income
−Removed: Interest income increased in 2023 from 2022 primarily due to an increase in short-term interest rates combined with larger investment balances.
−Removed: Interest income primarily represents interest earned on our short-term investments, and in 2023 and 2022 included $213 million and $83 million, respectively, in interest income recognized in connection with the short-term investments related to both the $5 billion of the Notes (as defined in "Liquidity and Capital Resources— Debt") issued and the operating cash accumulated for the Black Knight acquisition.
+Added: During 2024 and 2023 we earned interest income of $141 million and $319 million, respectively.
+Added: Interest income decreased in 2024 from 2023 primarily due to decreased investment balances following the Black Knight acquisition.
+Added: In 2024 we earned $18 million in interest income on short term investments related to $500 million of the net proceeds from the 2031 Notes which we intend to use to repay a portion of the aggregate principal amount of the 2025 Notes at their maturity.
+Added: In 2023 we earned $213 million in interest income on the short-term investments related to the $5.0 billion of senior notes issued in connection with, and the operating cash accumulated for, the Black Knight acquisition.
In addition, our clearing houses also earned interest income of $93 million in 2024 and $88 million in 2023.
−Removed: The remainder primarily relates to interest earned on various unrestricted and restricted cash balances held within our group entities.
+Added: The remainder primarily relates to interest earned on various unrestricted and restricted cash balances held within our other group entities.
Interest Expense
−Removed: Interest expense on our outstanding debt increased $192 million in 2023 driven primarily by the debt raised to fund the Black Knight acquisition.
−Removed: Interest expense on the $5 billion of Senior Notes issued in May 2022 to partially fund the Black Knight acquisition resulted in an incremental increase in interest expense of $87 million.
−Removed: In addition, in 2023 we incurred interest expense of $88 million on borrowings under our Term Loan facility and issuances under our Commercial Paper Program (each as defined in "Liquidity and Capital Resources—Debt"), both of which partially funded the Black Knight acquisition.
−Removed: We also assumed a $1 billion Senior Note in connection with our Black Knight acquisition which resulted in $17 million of interest expense during 2023.
+Added: In 2024 and 2023, we incurred interest expense of $910 million and $808 million, respectively.
+Added: Interest expense increased primarily due to increased borrowings raised to fund the Black Knight acquisition.
+Added: In 2024 and 2023, we incurred Interest expense of $763 million and $703 million, respectively, on our senior notes.
+Added: In 2024 and 2023, we incurred interest expense of $132 million and $88 million, respectively, on borrowings under our Commercial Paper Program and Term Loan facility (each as defined in "Liquidity and Capital Resources—Debt"), both of which partially funded the Black Knight acquisition.
+Added: The remainder primarily relates to fees incurred on maintaining our revolving credit facility and other facilities within our group entities.
See “— Debt” below.
Other Income/(Expense), net
+Added: Equity investments and equity method investments
Our equity method investments include OCC and Bakkt, among others.
−Removed: We recognized losses of $122 million and $1.3 billion during 2023 and 2022, respectively, of our share of estimated equity method investment losses, net, and impairment charges, which are included in other income/(expense), net.
−Removed: The estimated losses and impairment during 2023 and 2022 are primarily related to our investment in Bakkt.
−Removed: These are partially offset by the estimated profits related to our investment in OCC.
+Added: We recognized losses of $62 million and $122 million during 2024 and 2023, respectively, of our share of estimated equity method investment losses, net, which are included in other income/(expense), net.
+Added: The estimated losses during 2024 and 2023 are primarily related to our investment in Bakkt, partially offset by the estimated profits related to our investment in OCC.
Both 2024 and 2023 include adjustments to reflect the difference between reported prior period actual results from our original estimates.
−Removed: In 2022, after recording our share of Bakkt's equity method losses, which included Bakkt's impairment charge, we recorded an impairment charge on our investment in Bakkt to its fair value as other expense.
−Removed: This was based on what we consider to be an other-than-temporary decline in fair value as a result of several factors, including consideration of the impairment charge recorded by Bakkt (see Notes 3 and 4 to our consolidated financial statements).
+Added: For our equity investments that do not have readily determinable fair values, in 2024 we recorded a net $1 million fair value loss.
In connection with our acquisition of Black Knight, we acquired an investment in Dun & Bradstreet, which we classified as an equity investment.
Subsequent to the Black Knight acquisition and prior to December 31, 2023, we sold the entire investment for a total of $187 million and realized a total loss of $3 million on the sales, net of dividends received, which is included in other income/(expense), net, in 2023.
+Added: Legal & regulatory
+Added: In 2024, we recorded a gain of $160 million related to the Penny Mac arbitration final award payment.
In connection with our sale of Black Knight’s Optimal Blue and Empower LOS businesses we received a Promissory Note as part of the sale proceeds that was originally valued at $235 million on the Divestiture Date.
−Removed: As we elected the fair value option for the Promissory Note, we are required to mark the asset to fair value each reporting period.
−Removed: For subsequent measurement as of December 31, 2023, we wrote down the value of the Promissory Note, resulting in a fair value loss of $160 million, which is included in other income/(expense), net in 2023.
−Removed: During 2023, we recorded an impairment related to our CAT loan receivable of $16 million.
−Removed: During 2022, we recorded a $9 million accrual for legal settlements.
−Removed: We completed the sale of our Euroclear stake on May 20, 2022.
−Removed: The carrying value of our investment was $700 million at the time of the sale.
−Removed: We recorded a net gain of $41 million on the sale, which was included in other income during 2022.
−Removed: We did not receive a Euroclear dividend during the 2022 prior to the sale of our investment.
+Added: As we elected the fair value option for the Promissory Note, we were required to mark the asset to fair value each reporting period.
+Added: For subsequent measurement as of December 31, 2023, we wrote down the value of the Promissory Note, resulting in a fair value loss of $160 million, which was included in other income/(expense), net, in 2023.
+Added: In 2023, we recorded an impairment related to our CAT loan receivable of $16 million.
+Added: In 2024, we recorded a $6 million gain on a sale of property and equipment.
We incurred foreign currency transaction losses of $15 million and $12 million in 2024 and 2023, respectively.
This was primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S.
−Removed: Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods.
+Added: Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign
+Added: currency exchange rates between periods.
See Item 7A “- Quantitative and Qualitative Disclosures About Market Risk -Foreign Currency Exchange Rate Risk” included elsewhere in this Annual Report for more information on these items.
−Removed: In connection with Accounting Standards Update, or ASU, 2017-07, Compensation Retirement Benefits:
−Removed: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , or ASU 2017-07, we are recognizing the other components of net benefit cost of our defined benefit plans in the income statement as non-operating income on a full retrospective basis.
−Removed: The combined net periodic expense/(benefit) of these plans was ($2 million) and $2 million in 2023 and 2022, respectively.
−Removed: Non-controlling Interest
+Added: We recognized the other components of net benefit cost of our defined benefit plans in the income statement as non-operating income.
+Added: The combined net periodic impact of these plans was a $1 million expense and a $2 million benefit in 2024 and 2023, respectively.
+Added: Non-Controlling Interests
For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests.
As of December 31, 2024, our non-controlling interests include those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.
+Added: As of December 31, 2024, we also had redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to a put right held by non-ICE members to require us to purchase their interests in an entity acquired by us in 2024.
Consolidated Income Tax Provision
Consolidated income tax expense was $826 million and $456 million in 2024 and 2023, respectively.
−Removed: The change in consolidated income tax expense between years is primarily due to the tax impact of changes in our pre-tax income and the changes in our effective tax rate.
+Added: The increase in our consolidated income tax expense between years is primarily due to higher pre-tax income and a higher effective tax rate.
Our effective tax rate was 23% and 16% in 2024 and 2023, respectively.
−Removed: The 16% effective tax rate for the current year was below the statutory U.S.
−Removed: federal corporate income tax rate primarily driven by the following factors:
+Added: The 23% effective tax rate in 2024 was above the statutory federal income tax rate primarily due to state and local income taxes, including the impacts of recording valuation allowances on certain state deferred tax assets, partially offset by favorable state apportionment changes and statutes of limitations expirations.
+Added: The 16% effective tax rate in 2023 was below the statutory federal income tax rate primarily driven by the following factors:
favorable audit settlements for historical years, favorable state apportionment changes and the application of the high-tax exception to Global Intangible Low-Taxed Income.
−Removed: These 2023 tax benefits were partially offset by the impact of the U.K.
+Added: These benefits were partially offset by the impact of the U.K.
corporate income tax increase from 19% to 25% effective April 1, 2023, and the tax impact of certain non-deductible Black Knight acquisition costs.
−Removed: In conjunction with the increase in the U.K.
−Removed: corporate income tax rate in 2023, we intend to elect the high-tax exception to Global Intangible Low-Taxed Income in 2023 in our federal income tax return to be filed in 2024.
−Removed: Our 2023 tax provision includes the impacts of this election.
−Removed: The 17% effective tax rate for 2022 was below the statutory U.S.
−Removed: federal corporate income tax rate as well, primarily driven by the deferred income tax benefit from the impairment to our equity investment in Bakkt in 2022.
−Removed: The OECD Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.
−Removed: The EU member states and many other countries, including the U.K., our most significant non-US jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules.
+Added: The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.
+Added: The EU member states and many other countries, including the U.K., our most significant non-U.S.
+Added: jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules.
In July 2023, the U.K.
enacted the U.K.
−Removed: Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods ending on or before June 30, 2028.
−Removed: These new U.K.
−Removed: Pillar Two rules did not have a material impact on our income tax provision as of December 31, 2023.
+Added: Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June 30, 2028.
+Added: These Pillar Two rules, including those in the U.K., did not have a material impact on our income tax provision as of December 31, 2024 or 2023.
See Note 13 to our consolidated financial statements and related notes, which are included in this Annual Report, for additional information on these tax items.
2 unchanged sentences
The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash acquired and cash received for divestitures, cash paid for equity and equity method investments, and acquisition-related transaction and integration costs, in each year.
−Removed: (1) 2021, 2022, and 2023 acquisition and integration costs, net of divestitures excludes $1.2 billion, $741 million, and $187 million of proceeds from sales of our Coinbase, Euroclear, and Dun & Bradstreet investments, respectively.
+Added: (1) 2022 and 2023 acquisition and integration costs, net of divestitures excludes $741 million and $187 million of proceeds from sales of our Euroclear and Dun & Bradstreet investments, respectively.
We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities.
Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends and the development of our technology platforms.
−Removed: We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also incur additional debt or issue additional equity securities in the future to satisfy our liquidity needs.
+Added: We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also incur additional debt or issue additional equity securities in the future.
See “- Future Capital Requirements” below.
See “- Cash Flow” below for a discussion of our capital expenditures and capitalized software development costs.
−Removed: Consolidated cash and cash equivalents were $899 million and $1.8 billion as of December 31, 2023 and 2022, respectively.
−Removed: We had $871 million and $6.6 billion in short-term and long-term restricted cash and cash equivalents as of December 31, 2023 and 2022, respectively.
−Removed: We had $680 million in restricted short-term investments as of December 31, 2023.
+Added: Consolidated cash and cash equivalents were $844 million and $899 million as of December 31, 2024 and 2023, respectively.
+Added: We had $1.5 billion and $871 million in short-term and long-term restricted cash and cash equivalents as of December 31, 2024 and 2023, respectively.
+Added: We had $594 million and $680 million in short-term restricted investments as of December 31, 2024 and 2023, respectively.
We had $82.1 billion and $79.0 billion of cash and cash equivalent margin deposits and guaranty funds as of December 31, 2024 and 2023, respectively.
5 unchanged sentences
income tax consequences.
−Removed: We intend to apply the high tax exception to Global Intangible Low-Taxed Income in 2023, and thus the majority of our foreign earnings in the current year are not expected to be subject to immediate U.S.
+Added: We made and intend to apply the high tax exception to Global Intangible Low-Taxed Income in 2023 and 2024, respectively, and thus the majority of our foreign earnings in 2023 and 2024 are not expected to be subject to immediate U.S.
income taxation.
However, these foreign earnings can also generally be distributed to the U.S.
−Removed: with no additional U.S.
−Removed: income tax consequences.
+Added: with no material additional U.S.
+Added: income tax consequences, primarily due to the availability of dividend received deductions.
Our cash and cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets.
11 unchanged sentences
Effect of exchange rate changes (14) 7 (23)
−Removed: Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ (69,593) $ 2,367 $ 64,357
+Added: Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ 3,753 $ (69,593) $ 2,367
Operating Activities
−Removed: Net cash provided by operating activities primarily consists of net income adjusted for certain items, including depreciation and amortization, deferred taxes, stock-based compensation and the effects of changes in working capital.
−Removed: Net cash provided by operating activities was substantially similar in 2023 and 2022.
−Removed: Net cash provided by operating activities in 2023 is primarily related to $2.4 billion of net income, $1.5 billion of non cash adjustments to net income including $1.2 billion of depreciation and amortization, $257 million of stock-based compensation, $122 million of net losses from our equity method investments, $160 million of the fair value loss on the Promissory Note, offset by $329 million of deferred tax benefit for the year.
−Removed: This was also offset by $389 million of cash used in operating activities related to changes in working capital.
−Removed: Net cash provided by operating activities in 2022 is primarily related to $1.5 billion of net income, $1.9 billion of non cash adjustments to net income including $1.0 billion of depreciation and amortization, $155 million of stock-based compensation, $1.3 billion of net losses from our equity method investments, offset by $593 million of deferred tax benefit for the year.
−Removed: In addition, there was also $123 million of cash provided by operating activities related to changes in working capital.
+Added: Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, deferred taxes, stock-based compensation and the effects of changes in working capital.
+Added: The $1.1 billion increase in net cash provided by operating activities during the year ended December 31, 2024 from the comparable period in 2023 was primarily driven by the following:
+Added: • An increase in net income, excluding depreciation and amortization, of $686 million which is primarily related to the full period impact of the Black Knight acquisition combined with increases in operating income from the Exchanges segment.
+Added: • An increase in changes in working capital accounts of $451 million, including the following:
+Added: ◦ A change of $381 million related to the timing of the Section 31 fee rate changes and payments;
+Added: ◦ A net increase of $70 million related to changes in other underlying working capital accounts, primarily due to timing of payments and receipts.
Investing Activities
−Removed: Consolidated net cash used in investing activities in 2023 primarily relates to $10.2 billion paid for acquisitions, net of cash acquired, $1.6 billion of purchases of invested margin deposits, $1.3 billion for purchases of restricted investments primarily related to debt securities purchased by certain clearing houses for purposes of meeting regulatory capital requirements, $190 million of capitalized expenditures, and $299 million of software development costs, partially offset by $4.0 billion of proceeds from the sale of invested margin deposits, $641 million of proceeds from restricted investments related to the debt securities mentioned above, and $187 million of net proceeds from the sale of certain equity investments.
−Removed: Consolidated net cash provided by investing activities in 2022 primarily relates to $7.5 billion of proceeds from the sale of invested margin deposits and $741 million in proceeds from the sale of our Euroclear investment, partially offset by $6.9 billion purchases of invested margin deposits, $225 million of capitalized expenditures, $257 million of capitalized software development costs, $73 million for the purchases of investments and $59 million cash paid for acquisitions, net of cash acquired.
−Removed: The capital expenditures primarily relate to hardware and software purchases to continue the development and expansion of our electronic platforms, data services and clearing houses and leasehold improvements.
−Removed: The software development expenditures primarily relate to the development and expansion of our electronic trading platforms, data services, mortgage services and clearing houses.
+Added: The $7.9 billion decrease in cash used in investing activities during the year ended December 31, 2024 from the comparable period in 2023 was primarily driven by the following:
+Added: • A decrease in cash paid for acquisitions, net of cash acquired, of $10.2 billion primarily related to the Black Knight acquisition in September 2023;
+Added: • Net proceeds from our restricted investments of $103 million during the year ended December 31, 2024 as compared to net purchases of $671 million during the year ended December 31, 2023.
+Added: The net purchases of $671 million during the year ended December 31, 2023 primarily consisted of short-term restricted investments purchased by ICE Clear Europe for regulatory capital requirements of which $680 million matured during the year ended December 31, 2024.
+Added: This was partially offset by the $500 million of net proceeds from the offering of our 2031 Notes during the year ended December 31, 2024 that have been invested and will be used to repay our senior notes maturing in May 2025;
+Added: • Proceeds of $75 million that we received from the sale of the Promissory Note during the year ended December 31, 2024;
+Added: • Capital expenditures and capitalized software development costs increased $263 million driven by full period Black Knight activity combined with leasehold improvements and build-out of our new offices and one of our existing data centers;
+Added: • During the year ended December 31, 2024, we had purchases of equity and equity method investments of $29 million as compared to net proceeds of $179 million during the year ended December 31, 2023.
+Added: The net proceeds were due to the sale of our Dun & Bradstreet investment for $187 million, partially offset by equity investment purchases;
+Added: • During the year ended December 31, 2024, we had net purchases of $294 million from the invested margin deposit activity compared to net proceeds of $2.4 billion during the year ended December 31, 2023.
+Added: These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management.
Financing Activities
−Removed: Consolidated net cash used in financing activities in 2023 primarily relates to a $65.4 billion decrease in our cash and cash equivalent margin deposits and guaranty fund liability balances due to lower commodity prices and reduced volatility, $2.3 billion repayments of debt, $955 million in dividend payments to our stockholders and $78 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises, partially offset by $2.0 billion in proceeds from net issuances under our Commercial Paper Program and $2.4 billion in net proceeds from our debt offerings.
−Removed: Consolidated net cash used in financing activities in 2022 primarily relates to a $4.5 billion change in our cash and cash equivalent margin deposits and guaranty fund liability balances, $2.7 billion in repayments of debt, $1.0 billion in net repayments under our Commercial Paper Program, $632 million in repurchases of common stock, $853 million in dividend payments to our stockholders and $73 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises, partially offset by $7.9 billion in net proceeds from our debt offerings.
+Added: The $64.4 billion change in financing cash flows from cash used in financing activities in 2023 to cash provided by financing activities in 2024 was primarily driven by the following:
+Added: • The change in cash and cash equivalent margin deposits and guaranty fund liability of $68.9 billion due to reduced volatility from 2022 to 2023 which impacted the prior year change;
+Added: • During the year ended December 31, 2024, we had net repayments of debt of $861 million, primarily due to the repayment of the Term Loan, partially offset by the issuance of the 2031 Notes.
+Added: During the year ended December 31, 2023, we had net proceeds from debt issuances of $114 million primarily due to funding of the Black Knight acquisition;
+Added: • During the year ended December 31, 2024, we had net redemptions of commercial paper of $1.4 billion as compared to net proceeds of $2.0 billion during the year ended December 31, 2023.
+Added: Our commercial paper issuances and subsequent redemptions were related to financing the Black Knight acquisition;
+Added: • Dividends paid to stockholders increased $84 million primarily due to the increase in the dividend per share for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
+Added: As of December 31, 2024, we had $20.4 billion in outstanding debt, consisting of $19.8 billion of senior notes and $529 million under our Commercial Paper Program.
+Added: As of December 31, 2024, our senior notes of $19.8 billion had a weighted average maturity of 13 years and a weighted average cost of 3.7% per annum.
+Added: As of December 31, 2024, our Commercial Paper notes outstanding had original maturities ranging from 6 to 20 days with a weighted average interest rate of 4.6% per annum, and a weighted average remaining maturity of 14 days.
As of December 31, 2023, we had $22.6 billion in outstanding debt, consisting of $19.0 billion of senior notes, $2.0 billion under our Commercial Paper Program and $1.6 billion under our Term Loan.
2 unchanged sentences
Our Commercial Paper notes had original maturities of 4 to 45 days, with a weighted average interest rate of 5.70% per annum and a weighted average maturity of 32 days.
−Removed: Our Term Loan has a maturity date of August 31, 2025 and bears interest at a rate of 6.3% as of December 31, 2023.
−Removed: As of December 31, 2022, we had $18.1 billion in outstanding debt, all of which related to our senior notes.
−Removed: We also had $4.0 million outstanding under credit lines at our ICE India subsidiaries.
−Removed: As of December 31, 2022, our senior notes had a weighted average maturity of 16 years and a weighted average cost of 3.6% per annum.
−Removed: We did not have any commercial paper notes or Term Loan balances outstanding as of December 31, 2022.
+Added: Our Term Loan had a maturity date of August 31, 2025 and bore interest at a rate of 6.3% as of December 31, 2023.
We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 31, 2029.
−Removed: As of December 31, 2023, of the $3.9 billion that was available for borrowing under the Credit Facility, $2.0 billion was required to backstop the amount outstanding under the Commercial Paper Program and $172 million was required to support certain broker-dealer and other subsidiary commitments.
+Added: As of December 31, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $529 million was required to backstop the amount outstanding under the Commercial Paper Program and $172 million was required to support certain broker-dealer and other subsidiary commitments.
Amounts required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings.
14 unchanged sentences
For additional information regarding this transaction, refer to Note 3 to our consolidated unaudited financial statements, included in this Annual Report.
−Removed: In November 2023, we commenced a private exchange offer and related consent solicitation with respect to the outstanding Black Knight Notes, pursuant to which we offered to issue, in a private offering to eligible holders, new notes in exchange for any and all of the Black Knight Notes held by eligible holders.
−Removed: We also solicited consents from eligible holders to amend the Black Knight Notes and the related indenture under which they were issued to eliminate certain of the covenants, restrictive provisions and events of default from such indenture.
−Removed: The private exchange offer and related consent solicitation expired in December 2023 as the condition that ICE receive the consents of the holders of at least a majority in aggregate principal amount of the Black Knight Notes to adopt certain proposed amendments to the Black Knight Notes and the related indenture under which they were issued was not satisfied.
−Removed: In the future, we may consider alternatives to restructure the Black Knight Notes, which may include one or more consent solicitations and private exchange offers with eligible holders.
−Removed: However, we are not required to restructure the Black Knight Notes and may or may not pursue any alternatives to do so.
−Removed: Any such transaction will only be made in compliance with applicable laws.
−Removed: On May 25, 2022, we entered into a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan.
−Removed: We drew down on the Term Loan in full on August 31, 2023 in connection with the closing of the Black Knight acquisition.
−Removed: On both September 29, 2023 and December 29, 2023, we repaid $400 million, reducing the principal outstanding balance at December 31, 2023, to $1.6 billion.
−Removed: Draws under the Term Loan bear interest on the principal amount outstanding at Term SOFR plus an applicable margin, currently 5.46%, plus a credit spread adjustment.
+Added: On June 5, 2024, we completed a private offer to exchange the $1 billion aggregate principal amount of the outstanding 3.625% senior notes due 2028 issued by Black Knight InfoServ, LLC, or the Black Knight Notes, for new senior notes issued by ICE.
+Added: As a result of the settlement of the private exchange offer, approximately $998 million in aggregate principal amount of outstanding Black Knight Notes were cancelled, and ICE issued approximately $998 million in aggregate principal amount of new senior notes, or the ICE Original Exchange Notes, with the same interest payment, maturity dates and interest rate as the Black Knight Notes.
+Added: On September 10, 2024, we completed a registered exchange offer in which virtually all previously outstanding ICE Original Exchange Notes were exchanged for identical new senior notes that were registered under the Securities Act of 1933, or the ICE Registered Exchange Notes, and thereby became freely transferable, subject to certain restrictions applicable to affiliates and broker dealers.
+Added: On May 13, 2024, we issued $750 million in aggregate principal amount of 5.25% senior notes due 2031, or the 2031 Notes.
+Added: We intend to use $500 million of the net proceeds from the offering of the 2031 Notes to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025, or the 2025 Notes.
+Added: The net proceeds intended to repay the 2025 Notes have been invested and recorded as short-term restricted investments in our consolidated balance sheet as of December 31, 2024.
+Added: We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under the senior unsecured delayed draw term loan facility, or the Term Loan.
+Added: We previously had a $2.4 billion two-year Term Loan, that we entered into on May 25, 2022.
+Added: Draws under the Term Loan bore interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR,
+Added: plus an applicable margin of 87.5 basis points plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin.
+Added: The applicable margin ranged from 0.625% to 1.125% for Term SOFR loans and from 0.000% to 0.125% for base rate loans, in each case, based on a ratings-based pricing grid.
The proceeds from borrowings under the Term Loan were used to fund a portion of the purchase price for the Black Knight acquisition.
−Removed: We have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time.
+Added: During the second quarter of 2024, we fully repaid our outstanding obligations under the Term Loan and debt issuance costs incurred related to the Term Loan were fully amortized at the time of repayment.
Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.
8 unchanged sentences
In addition, our Board may increase or decrease the amount available for repurchases from time to time.
−Removed: We did not have any share repurchases in 2023.
−Removed: During 2022, we repurchased 5.0 million shares of our outstanding common stock at a cost of $632 million, including 4.6 million shares at a cost of $582 million under our Rule 10b5-1
−Removed: trading plan and 0.4 million shares at a cost of $50 million on the open market.
−Removed: Open market repurchases are only made during an open trading period and all shares repurchased are held in treasury stock.
−Removed: We discontinued stock repurchases and terminated our Rule 10b5-1 trading plan in August 2020 in connection with our Ellie Mae acquisition and in November 2021, we resumed repurchases.
+Added: Shares repurchased are held in treasury stock.
In December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022.
In connection with our acquisition of Black Knight, on May 4, 2022, we terminated our Rule 10b5-1 trading plan and suspended share repurchases.
−Removed: The remaining balance of Board approved funds for future repurchases as of December 31, 2023 was $2.5 billion.
−Removed: From time to time, we enter into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common stock.
−Removed: We may discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules.
+Added: Therefore, we did not have any share repurchases in 2024 and 2023.
+Added: During 2022 we repurchased 5.0 million shares of our outstanding common stock at a cost of $632 million, excluding shares withheld upon vesting of equity awards, including 4.6 million shares at a cost of $582 million under our Rule 10b5-1trading plan and 0.4 million shares at a cost of $50 million on the open market.
+Added: Open market repurchases are only made during an open trading period.
+Added: The remaining balance of Board approved funds for future repurchase as of December 31, 2024 was $2.5 billion.
+Added: In December 2024, our Board reauthorized the remaining balance of $2.5 million for future repurchases.
+Added: We may begin or discontinue stock repurchases at any time and may enter into, amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules.
+Added: From time to time, we have entered, and in the future may enter, into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common stock.
We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities.
1 unchanged sentence
In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.
−Removed: During 2023, we paid cash dividends of $1.68 per share of our common stock in the aggregate, including quarterly dividends of $0.42 per share, for an aggregate payout of $955 million, which includes the payment of dividend equivalents on unvested employee restricted stock units.
+Added: During 2024, we paid cash dividends of $1.80 per share of our common stock in the aggregate, including quarterly dividends of $0.45 per share, for an aggregate payout of $1.0 billion, which includes the payment of dividend equivalents on unvested employee restricted stock units.
Refer to Note 12 to our consolidated financial statements included in this Annual Report, for details on the amounts of our quarterly dividend payouts for the last three years.
1 unchanged sentence
Our future capital requirements will depend on many factors, including the rate of growth across our segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases.
−Removed: We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $600 million and $650 million in 2024, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
−Removed: As of December 31, 2023, we had $2.5 billion authorized for future repurchases of our common stock.
−Removed: We may resume repurchases of our common stock subject to achieving certain debt leverage ratio targets.
+Added: We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $730 million and
+Added: $780 million in 2025, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
+Added: As of December 31, 2024, we had $2.5 billion authorized for future repurchases of our common stock, which amount was reauthorized by our board in December 2024.
+Added: We expect to resume repurchases of our common stock in the first quarter of 2025.
Refer to Note 12 to our consolidated financial statements included in this Annual Report for additional details on our stock repurchase program.
1 unchanged sentence
On February 6, 2025, we announced a $0.48 per share dividend for the first quarter of 2025 payable on March 31, 2025 to stockholders of record as of March 17, 2025.
−Removed: Other than the facilities for the ICE Clearing Houses, our Credit Facility, our Term Loan and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties.
+Added: Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties.
See Notes 10 and 14 to our consolidated financial statements for further discussion.
In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend.
−Removed: However, we cannot provide assurance that such financing or transactions will be available or successful, or that the terms of such financing or transactions will be favorable to us.
+Added: However, we cannot provide assurance that such financing or transactions will be favorable to us.
See “-Risk Factors" and Note 10 to our consolidated financial statements, included in this Annual Report.
1 unchanged sentence
We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures.
−Removed: We use these adjusted results because we believe they more clearly highlight trends in
−Removed: our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
+Added: We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
We use these measures in communicating certain aspects of our results and performance, including in this Annual Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone.
2 unchanged sentences
We encourage investors to review the GAAP financial measures included in this Annual Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.
−Removed: The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders and adjusted diluted earnings per share, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance.
+Added: The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE and adjusted diluted earnings per share, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance.
These measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows:
−Removed: Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated
−Removed: Year Ended December 31, Year Ended December 31, Year Ended December 31, Year Ended December 31,
+Added: Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology
+Added: Segment Consolidated
+Added: Year Ended December 31,
Operating income adjustments:
6 unchanged sentences
Transaction and integration costs — — — — — — 102 269 91 102 269 91
+Added: Regulatory matters 5 11 — 10 — — — — — 15 11 —
Other 11 6 — 21 — — — — — 32 6 —
8 unchanged sentences
75 % 73 % 72 % 45 % 44 % 43 % 36 % 39 % 45 % 59 % 59 % 59 %
−Removed: Non-operating income adjustments:
−Removed: Net income attributable to ICE common stockholders
−Removed: $ 2,368 $ 1,446 $ 4,058
+Added: Net income adjustments:
+Added: Net income attributable to ICE $ 2,754 $ 2,368 $ 1,446
Amortization of acquisition-related intangibles 1,011 748 610
Transaction and integration costs 102 269 91
−Removed: Gain on sale and fair value adjustment of equity investments and dividends received, net — (41) (1,321)
−Removed: Gain on deconsolidation of Bakkt — — (1,419)
+Added: Litigation and regulatory matters (145) 11 9
Net losses from and impairment of unconsolidated investees 62 122 1,340
+Added: Loss/(Gain) on sale and fair value adjustments of equity investments and dividends received 1 3 (41)
Net interest (income)/expense on pre-acquisition-related debt and debt extinguishment — (12) 89
3 unchanged sentences
Other tax adjustments (3) (79) —
−Removed: Adjusted net income attributable to ICE common stockholders $ 3,177 $ 2,974 $ 2,863
+Added: Adjusted net income attributable to ICE $ 3,497 $ 3,177 $ 2,974
Diluted earnings per share attributable to ICE common stockholders $ 4.78 $ 4.19 $ 2.58
2 unchanged sentences
Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.
+Added: In 2024 and 2023, amortization of acquisition-related intangibles includes a $3 million impairment charge related to developed technology within our Exchanges Segment and a $7 million impairment charge related to a trademark intangible within our Mortgage Technology Segment, respectively.
Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction.
−Removed: However, we adjust for the acquisition-related transaction and integration costs relating to acquisitions such as Black Knight and Ellie Mae given the magnitude of the $11.8 and $11.4 billion, respectively, purchase prices of the acquisitions.
−Removed: We also adjusted for the acquisition-related transaction costs related to the merger of Bakkt and VIH in 2021 due to the significance of the transaction.
−Removed: We adjust for gains and losses on investment transactions and changes in the fair value of our investments.
+Added: However, we adjust for the acquisition-related transaction and integration costs for acquisitions such as Black Knight and Ellie Mae given the magnitude of the $11.8 and $11.4 billion, respectively, purchase prices of the acquisitions.
+Added: Litigation and regulatory matters include the following as we do not consider events of this type to be reflective of our core business:
+Added: • In 2024, a $160 million gain related to the PennyMac arbitration award resolution and payment received.
+Added: Separately in 2024, regulatory accruals of $15 million;
+Added: • In 2023, an accrual related to a regulatory settlement of $11 million;
+Added: • In 2022, an accrual related to legal and regulatory matters of $9 million.
+Added: We adjust for our share of net income/(losses) and impairment charges related to our equity method investments, which primarily include OCC and Bakkt.
+Added: We believe these adjustments provide greater clarity of our performance given that equity method investments are non-cash and not a part of our core operations.
+Added: Our share of total Bakkt net losses was $83 million, $135 million, and $1.4 billion in 2024, 2023 and 2022, respectively.
+Added: During 2022, after recording our share of Bakkt's equity method losses, which included an impairment charge recorded by Bakkt, we recorded an impairment in our investment in Bakkt to its fair value as other expense.
+Added: Our share of OCC net income was $25 million, $16 million and $15 million in 2024, 2023 and 2022, respectively.
+Added: Similarly, and as included in the table above, we adjust for gains and losses on investment transactions and changes in the fair value of our investments.
Our investments are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature.
The following non-GAAP adjustments are reported in the table above related to investments:
−Removed: • During 2023, we excluded the combined realized loss of $3 million related to our sales of the Dun & Bradstreet investment, net of dividends;
−Removed: • During 2022, we excluded the $41 million gain on the sale of our Euroclear investment;
−Removed: • During 2021, we excluded a $34 million fair value gain on our Euroclear equity investment and Euroclear dividends received of $60 million;
−Removed: • In 2021, we excluded the $1.4 billion gain on the deconsolidation of Bakkt and the $1.2 billion gain on the sale of our Coinbase equity investment.
−Removed: Similarly, and as included in the table above, we adjust for our share of net income/(losses) and impairment charges related to our equity method investments, which primarily include OCC and Bakkt.
−Removed: Our share of 2021 net losses from unconsolidated investees includes the period from the Bakkt merger on October 15, 2021 through December 31, 2021.
−Removed: In 2023, our share of total Bakkt net losses was $135 million and our share of OCC net income was $16 million.
−Removed: During 2022, after recording our share of Bakkt's equity method losses, which included an impairment charge recorded by Bakkt, we recorded an impairment in our investment in Bakkt to its fair value as other expense.
−Removed: In 2022, the total Bakkt net losses and impairment was $1.4 billion and our share of OCC net income was $15 million.
−Removed: In 2021, our share of Bakkt losses was $92 million and our share of OCC income was $51 million.
−Removed: We believe these adjustments provide greater clarity of our performance given that equity method investments are non-cash and not a part of our core operations.
+Added: • In 2024, we excluded a net $1 million fair value loss on our equity investments without readily determinable fair values;
+Added: • In 2023, we excluded the combined realized loss of $3 million related to our sales of the Dun & Bradstreet investment, net of dividends;
+Added: • In 2022, we excluded the $41 million gain on the sale of our Euroclear investment.
We adjust for certain items related to our debt.
1 unchanged sentence
The following non-GAAP adjustments are reported in the table above related to our debt:
−Removed: • In 2023, we excluded $170 million of interest income earned on investments from the pre-acquisition debt proceeds.
−Removed: This adjustment was net of $158 million of interest expense on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition.
+Added: • In 2023, we excluded $12 million of net interest income on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition.
+Added: This consisted of $170 million of interest income earned on investments from the pre-acquisition debt proceeds net of $158 million of interest expense on pre-acquisition-related debt.
• In 2022, we excluded $59 million of net interest expense on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition.
−Removed: This adjustment was net of interest income earnings on investments from the pre-acquisition debt proceeds.
+Added: This consisted of $135 million of interest expense on pre-acquisition-related debt net of $76 million of interest income earned on investments from the pre-acquisition debt proceeds.
• In 2022, we adjusted for costs of $30 million associated with the May and June 2022 extinguishment of four series of senior notes that would have matured in 2022 and 2023 using proceeds from our May 2022 issuance of new senior notes.
−Removed: • In 2021, we adjusted for the acceleration of unamortized costs of $4 million related to the September 2021 early redemption of our Floating Rate Notes.
Other adjustments not considered to be a part of our core business operations include:
−Removed: • We adjust for the 2023 fair value loss of $160 million related to the Black Knight Promissory Note as this not believed to be part of our core operations.
−Removed: • A $6 million expense for claims made following a NYSE system outage that occurred in January 2023;
−Removed: • 2023 accruals related to regulatory matters of $11 million;
−Removed: • The 2023 impairment related to our CAT loan receivable of $16 million.
+Added: • In 2024, duplicate rent expense of $22 million related to our new London and New York leased office space.
+Added: We took possession of the new London and New York leases during the 2023 and 2024, respectively.
+Added: Both the London and New York office transitions were completed in 2024.
+Added: We view these duplicate non-cash rent expenses during the transitions to be incremental, non-recurring, and not related to our normal operations;
+Added: • In 2024, a net $10 million expense for valid claims made following an equity trading issue at NYSE in June 2024.
+Added: This includes $30 million of expense related to these claims, net of $20 million in insurance proceeds received;
+Added: • In 2024, a $6 million gain related to the sale of certain of our property and equipment;
+Added: • In 2023, a fair value loss of $160 million related to the Black Knight Promissory Note;
+Added: • In 2023, a $6 million expense for claims made following a NYSE system outage that occurred in January 2023;
+Added: • In 2023, an impairment related to our CAT loan receivable of $16 million.
The CAT was approved by the SEC in 2016 to improve regulators’ ability to monitor trading activity.
−Removed: • A 2022 accrual related to legal and regulatory matters;
−Removed: • In 2021 we excluded a gain of $7 million related to the settlement of an acquisition-related indemnification claim and $16 million related to a legal settlement.
Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments, deferred tax adjustments on acquisition-related intangibles and other tax adjustments.
−Removed: Other tax adjustments of $79 million in 2023 are primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment changes in prior years.
−Removed: Deferred tax adjustments on acquisition-related intangibles include the impact of tax law changes and apportionment updates resulting in deferred tax (benefit)/expense of ($126 million), $9 million and $183 million in 2023, 2022 and 2021, respectively, related to the following:
−Removed: • Deferred tax adjustments in in 2023 and 2022 related primarily to U.S.
−Removed: state apportionment changes;
−Removed: • Deferred tax adjustments in 2021 related primarily to the U.K.
−Removed: tax law changes enacted in June 2021, which increased the U.K.
−Removed: corporate income tax rate from 19% to 25% effective April 1, 2023.
−Removed: • Other tax adjustments in 2023 are primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment charges in prior years.
+Added: Deferred tax adjustments on acquisition-related intangibles include the impact of tax law changes and apportionment updates resulting in a deferred tax benefit of $43 million, a deferred tax benefit of $126 million and a deferred tax expense of $9 million in 2024, 2023 and 2022, respectively.
+Added: The $3 million other tax adjustments in 2024 were primarily related to pre-acquisition tax matters, including releases of historical unrecognized tax benefits due to statutes of limitations expirations, mostly offset by valuation allowances of certain deferred tax assets that are not realizable in the foreseeable future.
+Added: The $79 million other tax adjustments in 2023 were primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment charges in prior years.
For additional information on these items, refer to our consolidated financial statements included in this Annual Report and “- Recent Developments,” “- Consolidated Operating Expenses”, “- Consolidated Non-Operating Income/(Expense)” and “-Consolidated Income Tax Provision” above.
26 unchanged sentences
As of December 31, 2024, we had $20.4 billion in outstanding debt, including $3.0 billion of short-term debt.
−Removed: Our outstanding debt consists of $19.0 billion of fixed rate senior notes, $1.6 billion under our Term Loan and $2.0 billion in commercial paper.
+Added: Our outstanding debt consists of $19.8 billion of fixed rate senior notes and $529 million in commercial paper.
Our operating leases primarily relate to our leased office space and data center facilities, and as of December 31, 2024, we had fixed lease payment obligations of $509 million, with $56 million payable within one-year.
10 unchanged sentences
We are unable to make a reasonable estimate of the periods of cash settlement because it is not possible to reasonably predict the amount of tax, interest and penalties, if any, that might be assessed by a tax authority or the timing of an assessment or payment.
−Removed: It is also not possible to reasonably predict whether or not the applicable statutes of limitations might expire without us being examined by any particular tax authority.
+Added: It is also not possible to reasonably predict whether or not the applicable statutes of limitations
+Added: might expire without us being examined by any particular tax authority.
See Note 13 to our consolidated financial statements for additional information on our UTBs.
2 unchanged sentences
See Note 17 to our consolidated financial statements for additional information on our pension and other benefit programs.
−Removed: In addition, the future 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, and future funding is expected to be repaid if industry member fees are approved by the SEC and subsequently collected by industry members.
New and Recently Adopted Accounting Pronouncements
12 unchanged sentences
Goodwill represents the excess of the purchase price of an acquired company over the fair value of its identifiable net assets, including identified intangible assets.
−Removed: We recognize specifically identifiable intangibles, such as customer relationships, trademarks, technology, trading products, data, exchange registrations, backlog, trade names and licenses when a specific right or contract is acquired.
+Added: We recognize specifically identifiable intangibles, such as customer relationships, developed technology, trading products, data and databases, trademarks and trade names, exchange registrations, backlog, and licenses when a specific right or contract is acquired.
Our determination of the fair value of the intangible assets and whether or not these assets may be impaired following their acquisition requires us to apply significant judgments and make significant estimates and assumptions regarding future cash flows.
6 unchanged sentences
Estimation uncertainty may exist due to the sensitivity of the respective fair value to underlying assumptions about the future performance of an acquired business in our discounted cash flow models.
−Removed: Significant assumptions typically include revenue growth rates and expense synergies that form the basis of the forecasted results and the discount rate.
+Added: Significant assumptions
+Added: typically include revenue growth rates and expense synergies that form the basis of the forecasted results and the discount rate.
Our goodwill and other indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired.
3 unchanged sentences
In accordance with ASU 2017-04, Simplifying the Test for Goodwill Impairment , for both goodwill and indefinite-lived intangible impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount.
−Removed: If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference.
Alternatively, we may choose to bypass the qualitative option and perform quantitative testing to determine if the fair value is less than the carrying value.
+Added: If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference.
For our goodwill impairment testing, we have elected to bypass the qualitative assessment and apply the quantitative approach.
+Added: The current year goodwill impairment test was performed with the assistance of a third-party valuation specialist.
For our testing of indefinite-lived intangible assets, we apply qualitative and quantitative approaches.
2 unchanged sentences
In assessing whether goodwill and other intangible assets are impaired, we must make estimates and assumptions regarding future cash flows, long-term growth rates of our business, operating margins, discount rates, weighted average cost of capital and other factors to determine the fair value of our assets.
−Removed: These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the
−Removed: determination of fair value and/or impairment.
+Added: These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the determination of fair value and/or impairment.
We considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included continued global inflation concerns and changing interest rates, including their effect on our forecasts and discount rates, among other things.
−Removed: Other than an impairment in 2023 of certain trademark intangible assets, we did not record any impairments in 2023, 2022 or 2021 as a result of our goodwill or indefinite-lived impairment testing.
+Added: We did not record any impairments in 2024, 2023 or 2022 as a result of our goodwill and indefinite-lived intangible assets impairment testing.
We are also required to evaluate other finite-lived intangible assets for impairment by first determining whether events or changes in circumstances indicate that the carrying value of these assets to be held and used may not be recoverable.
2 unchanged sentences
Fair value of these assets is based on various valuation techniques, including discounted cash flow analysis, which are assessed and conducted in accordance with our internal impairment analysis policies.
+Added: Other than impairments in 2024 and 2023 of developed technology and certain trademark intangible assets, respectively, we did not record any impairments in 2024, 2023 or 2022 as a result of our definite-lived impairment asset testing.
We are subject to income taxes in the U.S., U.K.
24 unchanged sentences
We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term and long-term restricted cash and cash equivalents, short-term and long-term investments and indebtedness.
−Removed: As of December 31, 2023 and 2022, our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents and investments were $2.5 billion and $8.4 billion, respectively, of which $270 million and $346 million, respectively, were denominated in pounds sterling, euros or Canadian dollars, and the remaining amounts are denominated in U.S.
+Added: As of December 31, 2024 and 2023, our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents and investments were $3.0 billion and $2.5 billion, respectively.
We do not use our investment portfolio for trading or other speculative purposes.
−Removed: A hypothetical 50% decrease in short-term interest rates would decrease our annual pre-tax earnings by $15 million as of December 31, 2023, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.
−Removed: As of December 31, 2023, we had $22.6 billion in outstanding debt, consisting of $19.0 billion related to our senior notes, $1.6 billion under our term loan and $2.0 billion in commercial paper.
+Added: A hypothetical 100 basis points decrease in short-term interest rates would decrease our annual interest income by $25 million as of December 31, 2024, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.
+Added: As of December 31, 2024, we had $20.4 billion in outstanding debt, consisting of $19.8 billion of unsecured senior notes and $529 million in commercial paper.
See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations – Debt," and Note 10 to our consolidated financial statements included in this Annual Report.
The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions.
−Removed: The weighted average interest rate on notes outstanding under our Commercial Paper Program was 5.70% as of December 31, 2023, and we did not have any notes outstanding under our Commercial Paper Program as of December 31, 2022.
+Added: The weighted average interest rate on notes outstanding under our Commercial Paper Program was 4.6% and 5.7% as of December 31, 2024 and December 31, 2023, respectively.
The effective interest rate of issuances under our Commercial Paper Program will continue to fluctuate based on the movement in short-term interest rates along with shifts in supply and demand within the commercial paper market.
4 unchanged sentences
Our exposure to foreign denominated earnings in 2024 and 2023 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):
−Removed: Year Ended December 31, 2023 Year Ended December 31, 2022
+Added: Year Ended December 31, 2024
+Added: Year Ended December 31, 2023
Pound Sterling Euro Pound Sterling Euro
20 unchanged sentences
We have a significant part of our assets, liabilities, revenues and expenses recorded in pounds sterling or euros.
−Removed: In 2023 and 2022, 14% and 13%, respectively, of our consolidated revenues, less transaction-based expenses, were denominated in pounds sterling or euros, and in both 2023 and 2022, 9% of our consolidated operating expenses were denominated in pounds sterling or euros.
+Added: In 2024 and 2023, 15% and 14%, respectively, of our consolidated revenues, less transaction-based expenses, were denominated in pounds sterling or euros, and in 2024 and 2023, 8% and 9%, respectively, of our consolidated operating expenses were denominated in pounds sterling or euros.
As the pound sterling or euro exchange rate changes, the U.S.
2 unchanged sentences
We incurred foreign currency transaction losses of $15 million and $12 million in 2024 and 2023, respectively, inclusive of the impact of foreign currency hedging transactions.
−Removed: The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling
−Removed: and euro relative to the U.S.
+Added: The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S.
A 10% adverse change in the underlying foreign currency exchange rates as of December 31, 2024, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency loss of $9 million.
9 unchanged sentences
Canadian dollars Position in euros
−Removed: Assets £ 741 $ 2,635 € 183
+Added: Assets £ 758 C$ 2,904 € 192
of which goodwill represents 518 387 92
Liabilities 149 2,459 48
−Removed: Net currency position £ 601 $ 448 € 129
+Added: Net currency position £ 609 C$ 445 € 144
Net currency position, in $USD $ 761 $ 310 $ 150
3 unchanged sentences
The impact of the foreign currency exchange rate differences in the table below were primarily driven by fluctuations of the pound sterling as compared to the U.S.
−Removed: dollar which were 1.2732, 1.2093 and 1.3524 as of December 31, 2023, 2022, and 2021, respectively.
+Added: dollar which were 1.2514, 1.2732 and 1.2093 as of December 31, 2024, 2023, and 2022,
+Added: respectively.
Changes in Accumulated Other Comprehensive Income/ (Loss) from Foreign Currency Translation Adjustments (in millions)
Balance, as of January 1, 2022
−Removed: Net current period other comprehensive income/(loss) (16)
+Added: Net current period other comprehensive loss (128)
Balance, as of December 31, 2022
−Removed: Net current period other comprehensive income/(loss) (128)
+Added: Net current period other comprehensive income 48
Balance, as of December 31, 2023
−Removed: Net current period other comprehensive income/(loss) 48
+Added: Net current period other comprehensive loss (55)
Balance, as of December 31, 2024
5 unchanged sentences
The ICE Clearing Houses hold material amounts of clearing member margin deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks.
−Removed: Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and
−Removed: guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $80.8 billion as of December 31, 2023.
+Added: Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $84.3 billion as of December 31, 2024.
While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these deposits.
39 unchanged sentences
We have not been materially adversely affected by inflation as technological advances and competition have generally caused prices for the hardware and software that we use for our electronic platforms to remain constant.
−Removed: In the event of continued inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts.
+Added: In the event of continued or increased inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts.
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.