What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-06 compared with 2024-02-08 · 530 added, 629 removed, 2090 unchanged (36% of the section changed)

23 unchanged sentences

Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, 2024.

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

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

15 unchanged sentences

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

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

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

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 6, 2025 expressed an unqualified opinion thereon.

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

Critical Audit Matters

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

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

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

Accounting for Business Combinations

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

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

This transaction was accounted for as a business combination.

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

development (collectively referred to as the identified intangibles).

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

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

How We Addressed the

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

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

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

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

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

In addition, we performed sensitivity analysis over those assumptions.

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

Critical Audit Matter

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

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

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

Accounting for Income Taxes

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

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

well as their experience with the taxing authorities.

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

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

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Cash and cash equivalents $ 844 $ 899

$ 899 $ 1,799

Short-term restricted cash and cash equivalents

Restricted short-term investments 680 —

Short-term restricted investments 594 680

Cash and cash equivalent margin deposits and guaranty funds 82,149 78,980

Invested deposits, delivery contracts receivable and unsettled variation margin 2,163 1,814

Customer accounts receivable, net of allowance for doubtful accounts of $ 21 and $ 22 , respectively

Customer accounts receivable, net of allowance for doubtful accounts of $ 21 at December 31, 2024 and 2023

Prepaid expenses and other current assets 713 703

Total current assets 89,095 84,973

84,973 156,947

Property and equipment, net 2,153 1,923

Other non-current assets:

30,553 21,111

Goodwill 30,595 30,553

Other intangible assets, net 16,306 17,317

17,317 13,090

Long-term restricted cash and cash equivalents

1 unchanged sentence

Total other non-current assets 48,180 49,188

49,188 35,624

$ 136,084 $ 194,338

Total assets $ 139,428 $ 136,084

Liabilities and Equity:

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Total current liabilities 89,553 84,626

84,626 149,171

Non-current liabilities:

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Total non-current liabilities 22,155 25,672

25,672 22,406

Total liabilities 111,708 110,298

110,298 171,577

Commitments and contingencies

Redeemable non-controlling interest in consolidated subsidiaries 22 —

Intercontinental Exchange, Inc.

and Subsidiaries

Consolidated Balance Sheets (Continued)

(In millions, except per share amounts)

As of December 31,

Intercontinental Exchange, Inc.

stockholders’ equity:

9 unchanged sentences

Additional paid-in capital 16,292 15,953

15,953 14,313

Retained earnings 18,071 16,356

16,356 14,943

Accumulated other comprehensive loss

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stockholders’ equity 27,647 25,717

25,717 22,706

Non-controlling interest in consolidated subsidiaries

25,786 22,761

Non-controlling interests in consolidated subsidiaries 51 69

Total equity 27,698 25,786

Total liabilities and equity $ 139,428 $ 136,084

$ 136,084 $ 194,338

See accompanying notes.

9 unchanged sentences

Total revenues 11,761 9,903 9,636

9,903 9,636 9,168

Transaction-based expenses:

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Cash liquidity payments, routing and clearing 1,803 1,622 1,845

1,622 1,845 1,774

Total revenues, less transaction-based expenses 9,279 7,988 7,292

7,988 7,292 7,146

Operating expenses:

Compensation and benefits 1,909 1,595 1,407

1,595 1,407 1,462

Professional services 154 123 131

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Depreciation and amortization 1,537 1,215 1,031

1,215 1,031 1,009

Total operating expenses 4,970 4,294 3,654

4,294 3,654 3,697

Operating income 4,309 3,694 3,638

3,694 3,638 3,449

Other income/(expense):

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Interest expense ( 910 ) ( 808 ) ( 616 )

( 808 ) ( 616 ) ( 423 )

Other income/(expense), net 88 ( 311 ) ( 1,322 )

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Income tax expense 826 456 310

$ 2,438 $ 1,498 $ 4,069

Net income attributable to non-controlling interest

( 70 ) ( 52 ) ( 11 )

Net income $ 2,802 $ 2,438 $ 1,498

Net income attributable to non-controlling interests ( 48 ) ( 70 ) ( 52 )

Net income attributable to Intercontinental Exchange, Inc.

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2024 2023 2022

$ 2,438 $ 1,498 $ 4,069

Net income $ 2,802 $ 2,438 $ 1,498

Other comprehensive income/(loss):

Foreign currency translation adjustments, net of tax benefit 48 ( 128 ) ( 16 )

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

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

Foreign currency translation adjustments, net of tax ( 55 ) 48 ( 128 )

Change in equity method investment, net of tax 7 — —

Employee benefit plan net gains/(losses), net of tax 4 ( 11 ) ( 7 )

Other comprehensive income/(loss) ( 44 ) 37 ( 135 )

Comprehensive income $ 2,758 $ 2,475 $ 1,363

$ 2,475 $ 1,363 $ 4,065

Comprehensive income attributable to non-controlling interest

( 70 ) ( 52 ) ( 11 )

Comprehensive income attributable to non-controlling interests ( 48 ) ( 70 ) ( 52 )

Comprehensive income attributable to Intercontinental Exchange, Inc.

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Balance, as of December 31, 2021

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

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

Exercise of common stock options — — — — 22 — — — 22 —

— — — — 17 — — — 17 —

Repurchases of common stock

3 unchanged sentences

Stock-based compensation — — — — 172 — — — 172 —

— — — — 168 — — — 168 27

Issuance under the employee stock purchase plan

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— — — — — ( 853 ) — — ( 853 ) —

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

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

— — — — — 4,069 — — 4,069 —

Net income attributable to non-controlling interests — — — — — ( 52 ) — 52 — —

Net income — — — — — 1,498 — — 1,498 —

Balance, as of December 31, 2022

634 $ 6 ( 75 ) $ ( 6,225 ) $ 14,313 $ 14,943 $ ( 331 ) $ 55 $ 22,761 $ —

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

Other comprehensive income — — — — — — 37 — 37 —

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

Exercise of common stock options 1 — — — 30 — — — 30 —

— — — — 22 — — — 22 —

Repurchases of common stock

— — ( 4 ) ( 632 ) — — — — ( 632 ) —

Payments relating to treasury shares

1 unchanged sentence

Stock-based compensation — — — — 293 — — — 293 —

— — — — 172 — — — 172 —

Issuance under the employee stock purchase plan

1 — — — 43 — — — 43 —

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

Issuance of restricted stock

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— — — — — ( 955 ) — — ( 955 ) —

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

— — — — — 1,498 — — 1,498 —

Net income attributable to non-controlling interests — — — — — ( 70 ) — 70 — —

Net income — — — — — 2,438 — — 2,438 —

Balance, as of December 31, 2023

1 unchanged sentence

Other comprehensive loss — — — — — — ( 44 ) — ( 44 ) —

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

Exercise of common stock options 1 — — — 34 — — — 34 —

1 — — — 30 — — — 30 —

Payments relating to treasury shares

1 unchanged sentence

Stock-based compensation — — — — 251 — — — 251 —

— — — — 293 — — — 293 —

Issuance under the employee stock purchase plan

— — — — 54 — — — 54 —

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

Issuance of restricted stock

1 1 — — — — — — 1 —

Acquisition of redeemable non-controlling interest — — — — — — — — — 22

Distributions of profits

2 unchanged sentences

— — — — — ( 1,039 ) — — ( 1,039 ) —

Net income/(loss) attributable to non-controlling interest — — — — — ( 70 ) — 70 — —

— — — — — 2,438 — — 2,438 —

Net income attributable to non-controlling interests — — — — — ( 48 ) — 48 — —

Net income — — — — — 2,802 — — 2,802 —

Balance, as of December 31, 2024

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Operating activities:

$ 2,438 $ 1,498 $ 4,069

Net income $ 2,802 $ 2,438 $ 1,498

Adjustments to reconcile net income to net cash provided by operating activities:

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Fair value loss on Promissory Note

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

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

(Gain)/loss on investments 1 4 ( 41 )

Net losses from and impairment of unconsolidated investees 62 122 1,340

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Net cash provided by operating activities 4,609 3,542 3,554

3,542 3,554 3,123

Investing activities:

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( 38 ) ( 10,198 ) ( 59 )

Proceeds from sale of Promissory Note 75 — —

Purchases of invested margin deposits ( 1,391 ) ( 1,588 ) ( 6,935 )

Proceeds from sales of invested margin deposits 1,097 3,974 7,483

Purchases of equity and equity method investments ( 29 ) ( 8 ) ( 73 )

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

Proceeds from the sale of equity investments — 187 741

Purchases of restricted investments ( 752 ) ( 1,312 ) —

Proceeds from restricted investments 641 — —

Proceeds from sales of restricted investments 855 641 —

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

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

Proceeds from sales of invested margin deposits 3,974 7,483 3,661

Net cash used in investing activities ( 8,797 ) 677 ( 786 )

Other investing activities 14 — —

Net cash provided by/(used in) investing activities ( 921 ) ( 8,797 ) 677

Financing activities:

Proceeds from debt offerings, net 2,400 7,891 —

Proceeds from debt issuances 739 2,400 7,891

Repayments of debt ( 1,600 ) ( 2,286 ) ( 2,705 )

Proceeds from/(redemption of) commercial paper, net 1,954 ( 1,012 ) ( 1,393 )

(Redemption of)/proceeds from commercial paper, net ( 1,424 ) 1,954 ( 1,012 )

Repurchases of common stock — — ( 632 )

— ( 632 ) ( 250 )

Dividends to stockholders

Dividends paid to stockholders

( 1,039 ) ( 955 ) ( 853 )

2 unchanged sentences

( 81 ) ( 78 ) ( 73 )

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

Other financing activities

Net cash provided by/(used in) financing activities 79 ( 64,345 ) ( 1,841 )

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds ( 14 ) 7 ( 23 )

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

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

Cash, cash equivalents, restricted cash and cash equivalents and cash and cash equivalent margin deposits and guaranty funds at end of year $ 80,750 $ 150,343 $ 147,976

Supplemental cash flow disclosures:

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

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period

80,750 150,343 147,976

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period

$ 84,503 $ 80,750 $ 150,343

Intercontinental Exchange, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

Year Ended December 31,

2024 2023 2022

Supplemental cash flow disclosure:

Cash paid for income taxes

$ 957 $ 909 $ 882

Cash paid for interest

$ 870 $ 727 $ 550

As of December 31,

Reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the consolidated balance sheets:

2024 2023 2022

Cash and cash equivalents $ 844 $ 899 $ 1,799

Short-term restricted cash and cash equivalents 1,142 531 6,149

Long-term restricted cash and cash equivalents 368 340 405

Cash and cash equivalent margin deposits and guaranty funds 82,149 78,980 141,990

Total $ 84,503 $ 80,750 $ 150,343

See accompanying notes.

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

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

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

Our business is conducted through three reportable business segments:

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

• Fixed Income and Data Services:

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These statements include the accounts of our wholly-owned and controlled subsidiaries.

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

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

When non-controlling interests hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and could be subject to remeasurement.

All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation.

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

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

Original margin, variation margin and guaranty funds received by our clearing houses may be in the form of cash, invested deposits, government obligations, letters of credit at ICE NGX, European emission allowance certificates, or gold (see Note 14).

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

See "Credit Risk and Significant Customers", below.

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

Consolidated Statement of Cash Flows Presentation

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

December 31, 2023

December 31, 2022

As of December 31, 2021

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

Short-term restricted cash and cash equivalents 531 6,149 1,035

Long-term restricted cash and cash equivalents 340 405 398

Cash and cash equivalent margin deposits and guaranty funds 78,980 141,990 145,936

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

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

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

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

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

We classify these investments as held-to-maturity securities recorded at amortized cost with amortization of any premium or discount included in interest income in the consolidated statements of income.

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

As of December 31, 2024, we did not have any held-to-maturity debt securities with maturity dates at the time of purchase that exceeded one year.

Equity Investments

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

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

Investments in equity

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

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

Investments in equity securities, or equity investments, with a readily determinable fair value that are not accounted for under the equity method are carried at fair value with changes in fair value, whether realized or unrealized, recognized in net income.

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

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

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

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

Equity Method Investments

1 unchanged sentence

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

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

At the end of each reporting period, we record our share of profits or losses of our equity method

investments as equity earnings included in other income.

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

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The reporting units identified for our goodwill testing are:

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

the New York Stock Exchange, or NYSE, Other Exchanges, Fixed Income and Data Services, and Mortgage Technology.

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

3 unchanged sentences

For our goodwill impairment testing, we have elected to bypass the qualitative assessment and apply the quantitative approach.

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

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

Long-Lived Assets and Finite-Lived Intangible Assets

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We believe that these represent a faithful depiction of the transfer of services to our customers.

A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our customers, but invoicing is contingent on our completion of other performance obligations or contractual milestones.

Substantially all of our contract assets are related to contracts with customers in our Mortgage Technology segment and are assessed for impairment periodically.

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

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

We have elected not to provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year, or if we are not required to estimate the transaction price.

Our disclosure of transaction price allocated to unsatisfied performance obligations excludes amounts from contracts with durations of one year or less and amounts not required to be estimated as part of the transaction price.

For all of our contracts with customers, except for listings and certain data, mortgage and clearing services, our performance obligations are short term in nature and there is no significant variable consideration.

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

The balance of our deferred contract costs as of December 31, 2024 and 2023 was $ 45 million and $ 26 million, respectively.

Activity Assessment Fees and Section 31 Fees

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

We measure and recognize compensation expense for share-based payment awards, including employee stock options, restricted stock and shares purchased under the ESPP based on estimated fair values on the date of grant.

The value of the portion of the award that is ultimately expected to vest is recognized as stock-based compensation expense over the requisite service period.

9 unchanged sentences

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

We also limit our risk of loss by holding the majority of the cash deposits in cash accounts at the Federal Reserve Bank of Chicago, high quality short-term sovereign debt reverse repurchase agreements with several different counterparty banks or direct investments in short-term high quality sovereign and supranational debt issues primarily with original maturities of less than three months.

We also limit our risk of loss by holding the majority of the cash deposits in cash accounts at certain central banks, short-term reverse repurchase agreements with various counterparties securitized by highly rated sovereign debt or direct investments in short-term high quality sovereign and supranational debt issues primarily with original maturities of three months or less at the time of purchase.

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.

1 unchanged sentence

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

Additionally, the securities purchased have a market value greater than

the reverse repurchase amount.

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

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

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dollar account at the Federal Reserve Bank of Chicago as of December 31, 2024.

ICE Clear Europe maintains a euro-denominated account at the European Central Bank, or ECB, the central bank of the Netherlands, as well as pounds sterling- and euro-denominated accounts at the Bank of England, or BOE, the central bank of the U.K.

These accounts provide the flexibility for ICE Clear Europe to place euro- and pounds sterling-denominated cash margin securely at national banks, in particular during periods when liquidity in the euro and pounds sterling repo markets may temporarily become contracted.

ICE Clear Europe maintains a euro-denominated account at the European Central Bank, or ECB, the central bank of the EU countries, as well as pounds sterling- and euro-denominated accounts at the Bank of England, or BOE, the central bank of the U.K.

may temporarily become contracted.

Such accounts are intended to decrease ICE Clear Credit and ICE Clear Europe’s custodial, liquidity and operational risk as compared to alternative custodial and investment arrangements.

3 unchanged sentences

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

Excluding clearing members, there were no individual accounts receivable balances greater than 10% of total consolidated accounts receivable as of December 31, 2023 or December 31, 2022.

There were no individual accounts receivable balances greater than 10% of total consolidated accounts receivable as of December 31, 2024 or December 31, 2023.

Our accounts receivable are stated at the billed amount.

Clearing members are primarily intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

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

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

Integration costs include costs incurred to achieve acquisition synergies including certain severance and retention costs, stock-based compensation, advisory fees and duplicative costs, among others.

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

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

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

The acquisition-related transaction and integration costs incurred during 2024 and 2023 were primarily due to direct costs incurred related to our acquisition and integration of Black Knight and our integration of Ellie Mae Inc., or Ellie Mae (see Note 3) and the acquisition-related transaction and integration costs incurred during 2022 were primarily due to direct costs related to our integration of Ellie Mae.

Fair Value of Financial Instruments

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

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

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

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

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

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

Refer to Note 3 for more information.

Accounting Pronouncements Not Yet Adopted in These Financial Statements

Standard/Description Adoption Considerations Effect on Financial Statements

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

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

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

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This standard should be applied retrospectively once adopted.

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

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

We adopted this ASU as of December 31, 2024 in our annual financial statements.

We applied the recently adopted pronouncement and expanded our segment disclosures by disclosing the title and position of our chief operating decision maker and adding additional segment expense details to align with how our chief operating decision maker reviews expenses.

Refer to Note 19 for more information.

Accounting Pronouncements Not Yet Adopted in These Financial Statements

Standard/Description Adoption Considerations Effect on Financial Statements

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

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

Acquisitions and Divestitures

ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well disclosures about selling expenses.

This standard is effective for our annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

Prospective application is required and retrospective application is permitted.

We do not expect to adopt this ASU early and plan to adopt the ASU for our 2027 annual financial statements.

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

Acquisitions and Divestitures

Company Transaction Date Primary Segment Description

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

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

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

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

The Bakkt platform consists of two complementary aspects:

a digital asset marketplace and loyalty redemption services.

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

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

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

Black Knight, Inc.

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

On September 5, 2023, we acquired 100 % of the equity interests in Black Knight, Inc., or Black Knight, for aggregate transaction consideration of approximately $ 11.8 billion.

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

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

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

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

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

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

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

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

The Promissory Note was valued at $ 235 million on the Divestiture Date.

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

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

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

integration costs in our consolidated statements of income.

For the period between the acquisition date of September 5, 2023 through the Divestiture Date, the discontinued

operations of Empower and Optimal Blue were immaterial.

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

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

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

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

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

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

We elected the fair value option for the right to receive the net proceeds of the sale of the Promissory Note.

As of December 31, 2023, we wrote down the value of the Promissory Note to $ 75 million based on Level 3 inputs (Note 18), resulting in a fair value loss of $ 160 million.

In February 2024, the FTC approved the buyer of the Promissory Note, and we completed the sale of the Promissory Note and received the $ 75 million of proceeds thereafter.

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

Transaction Consideration

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Converted vested Black Knight awards 22

Total preliminary purchase price

Total purchase price

Divestitures ( 476 )

Total net preliminary purchase price $ 11,362

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

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

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

Total net purchase price $ 11,362

* Fair value of the ICE common stock was based on the ICE closing stock price on September 1, 2023, the last business day prior to the closing of the Black Knight acquisition.

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

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

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

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

Net Preliminary Purchase Price Allocation

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

Net Purchase Price Allocation

Cash and cash equivalents

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Other deferred tax assets 387

Net preliminary purchase price

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

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

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

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

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

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

Acquisition-Date Preliminary Fair Value

Accumulated Amortization Net Book Value Weighted average life (Years)

Net purchase price

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

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

The following table sets forth the components of the intangible assets associated with the acquisition as of December 31, 2024 (in millions, except years):

Acquisition-Date Fair Value

Weighted average life (Years)

Developed Technology

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

Trademarks/tradenames

159 ( 3 ) 156 19

Trademarks and Trade names

Customer Relationships

3,034 ( 80 ) 2,954 13

Data and Databases 579 10

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

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

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

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

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

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

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

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

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

The financial information in the table below combines the historical results for us and Black Knight for 2023 and 2022, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented (in millions).

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

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

Year Ended December 31,

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

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

Bakkt Transaction

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

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

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

Prior to the closing, Bakkt revenues and operating expenses were reported within our consolidated revenues and operating expenses.

We recorded a pre-tax gain on the transaction of $ 1.4 billion during the fourth quarter of 2021, which is included in other non-operating income within our consolidated income statement.

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

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

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

Other Acquisitions

During 2024, 2023 and 2022, we acquired multiple companies which were not material to our operations.

Equity Investments

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

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

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 sale, net of dividends received, which is included in other income/(expense), net in our consolidated statement of income in 2023.

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

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

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

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

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

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

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

The carrying value of our investment was $ 700 million at the time of the sale.

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

Equity Method Investments

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

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

Our equity method investments include OCC and Bakkt Holdings, Inc., and Bakkt Opco Holdings, LLC, or collectively, Bakkt, among others.

We recognized $ 62 million, $ 122 million and $ 1.3 billion as our share of estimated losses, net, from our equity method investments included in other income/(expense), net in our consolidated statements of income during 2024, 2023 and 2022, respectively.

The estimated losses during 2024, 2023 and 2022 are primarily related to our investment in Bakkt, partially offset by our share of OCC profits.

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

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

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

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

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

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

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

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

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

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

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

As of December 31, 2024, and December 31, 2023, we held an approximate 54 % and 64 % economic interest in Bakkt, respectively.

As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with Victory Park Capital Impact Acquisition Holdings, or VIH, we hold a minority voting interest in Bakkt and treat it as an equity method investment.

The decrease in ownership during 2024 was related to Bakkt's offering of shares of its Class A common stock and warrants to purchase shares of its Class A common stock, which diluted our ownership.

As part of the offering, on February 29, 2024, we entered into a securities purchase agreement to purchase shares of Bakkt's Class A common stock and warrants to purchase additional shares of Bakkt's Class A common stock for a total of $ 10 million.

As of December 31, 2024, we do not have any value assigned to the equity method investment carrying value for Bakkt primarily due to our continued recording of our share of losses.

As Bakkt is a public company with a readily available market price, the fair value of our investment was $ 185 million as of December 31, 2024, which was based on the quoted market price of Bakkt Class A common stock as of December 31, 2024.

On August 12, 2024, we entered into a revolving credit agreement with Bakkt pursuant to which we have agreed to provide Bakkt with a $ 40 million secured revolving line of credit that matures on December 31, 2026.

The $ 40 million is available in defined commitment amounts for specified time periods in the future.

No amounts were permitted to be borrowed without our consent prior to December 31, 2024, after which date the amount Bakkt may borrow will increase over time up to a maximum of $ 40 million on or after September 30, 2025.

As an equity method investee, Bakkt is a related party of ICE.

There were no amounts outstanding under the revolving credit agreement as of December 31, 2024.

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

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

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

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

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

Bakkt no longer met the significance test in 2024 or 2023.

However, in accordance with Rule 3-09 of Regulation S-X, since Bakkt met the significance test for a prior year presented in these financial statements, Bakkt financial statements as of and for the year ended December 31, 2024 will be filed by us subsequent to the filing of our Form 10-K as an amendment to this Form 10-K.

Revenue Recognition

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Our Exchanges segment futures and options transaction and clearing revenues are reported net of rebates.

Rebates were $ 928 million, $ 815 million and $ 982 million in 2023, 2022 and 2021, respectively.

Rebates were $ 1.3 billion, $ 928 million and $ 815 million in 2024, 2023 and 2022, respectively.

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

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

Therefore, there is no need to allocate the fee and no deferral results as we have no further obligation to the customer at that time.

Therefore, there

is no need to allocate the fee and no deferral results since we have no further obligation to the customer at that time.

In certain of our revenue share arrangements with third parties we control the delivered contract;

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

Fixed income execution rebates were nominal in 2023, 2022 and 2021.

Fixed income execution rebates were $ 7 million, $ 5 million and $ 3 million in 2024, 2023 and 2022, respectively.

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

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CDS clearing revenues are reported net of rebates.

Rebates were nominal in 2023, 2022 and 2021.

There were no rebates in 2024, and rebates were nominal in 2023 and 2022.

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

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

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

and because such amounts reflect the fees to which we expect to be entitled for providing access to the Encompass platform for that period.

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

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• Data and Analytics:

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

ICE Mortgage Technology's Analyzer

streamlines data collection and validation through our automated document recognition and data extraction capabilities.

Revenues include those related to ICE Mortgage Technology’s Analyzer and Black Knight's suite of data and analytics products and services.

ICE Mortgage Technology's Analyzer streamlines data collection and validation through our automated document recognition and data extraction capabilities.

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

In addition, our data offerings include near real-time industry and peer benchmarking tools and a Data as a Service, or DaaS, offering for lenders to access industry data and origination information.

In addition, our data offerings include near real-time industry and peer benchmarking tools and de-identified mortgage origination data offering for lenders to access industry data and origination information.

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

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Total revenues (1)

$ 7,441 $ 2,298 $ 2,022 $ 11,761

Transaction-based expenses 2,482 — — 2,482

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Total revenues, less transaction-based expenses $ 4,959 $ 2,298 $ 2,022 $ 9,279

(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses.

These amounts were $ 100 million and $ 137 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

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

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Total revenues (1)

$ 6,355 $ 2,231 $ 1,317 $ 9,903

Transaction-based expenses 1,915 — — 1,915

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Total revenues, less transaction-based expenses $ 4,440 $ 2,231 $ 1,317 $ 7,988

(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses.

These amounts were $ 84 million and $ 157 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

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

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Total revenues (1)

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

Transaction-based expenses 2,344 — — 2,344

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Total revenues, less transaction-based expenses $ 4,071 $ 2,092 $ 1,129 $ 7,292

(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses.

These amounts were $ 149 million and $ 86 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

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

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

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

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

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

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

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

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

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

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Total consolidated revenues transferred over time $ 5,371 $ 4,618 $ 4,160

Transaction Price Allocated to Future Performance Obligations

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

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

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

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

As of December 31, 2024, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $ 3.5 billion and was primarily related to contracts with customers in the Mortgage Technology segment.

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

38 % by December 31, 2025, 83 % by December 31, 2027, 97 % by December 31, 2029 and the rest thereafter.

Contract Assets

A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our customers where invoicing is contingent on our completion of other performance obligations or contractual milestones.

Substantially all of our contract assets are related to contracts with customers in our Mortgage Technology segment.

As of December 31, 2024 and December 31, 2023, the balance of our contract assets was $ 87 million and $ 80 million, respectively.

Deferred Revenue

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$ 115 $ 88 $ 51 $ 254

Additions (1)

490 401 177 1,068

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( 489 ) ( 363 ) ( 169 ) ( 1,021 )

( 497 ) ( 396 ) ( 122 ) ( 1,015 )

Deferred revenue balance at December 31, 2024

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

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

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

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

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

Included in the amortization recognized in 2024 is $ 196 million related to the deferred revenue balance as of January 1, 2024.

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

As of December 31, 2024, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations.

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Total $ 119 $ 130 $ 84 $ 333

Transaction Price Allocated to Future Performance Obligations

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

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

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

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

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

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

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

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Restricted cash, cash equivalents and investments:

Short-term restricted cash and cash equivalents:

Short-term restricted cash, cash equivalents and investments:

ICE Futures Europe $ 125 $ 100

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CFTC Regulated Entities 290 292

As of December 31,

Other Regulated Entities 56 79

Other 10 4,959

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

Restricted short-term investments:

ICE Clear Europe 680 —

Total restricted short-term investments 680 —

Long-term restricted cash and cash equivalents:

Total short-term restricted cash, cash equivalents and investments (1)

Long-term restricted cash, cash equivalents and investments:

ICE Clearing House Portion of the Guaranty Fund Contribution

Total long-term restricted cash and cash equivalents 340 405

Total long-term restricted cash, cash equivalents and investments (2)

Total restricted cash, cash equivalents and investments $ 2,106 $ 1,551

(1) Included in the total short-term restricted cash, cash equivalents, and investments are certain investments that have maturities of greater than three months at the time of purchase and therefore are included in short-term restricted investments in the consolidated balance sheet.

The total short-term restricted investments as of December 31, 2024 and 2023 was $ 594 million and $ 680 million, respectively.

(2) Included in the total long-term restricted cash, cash equivalents, and investments are certain investments that have maturities greater than three months at the time of purchase and therefore are included in Other non-current assets in the consolidated balance sheet.

The total long-term restricted investments as of December 31, 2024 was $ 2 million.

There were no long-term restricted investments as of December 31, 2023.

Short-Term Restricted Cash, Cash Equivalents and Investments

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

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

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

In addition, ICE NGX is registered by the CFTC as a Foreign Board of Trade and a DCO and the CFTC requires ICE

NGX to maintain financial resources including cash, in an amount that would cover certain operating costs for a one-year period.

ICE NGX is regulated by both the CFTC and the Alberta Securities Commission.

• Other Regulated Entities:

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

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

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

Long-Term Restricted Cash and Cash Equivalents

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

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

Other restricted cash, cash equivalents and investments as of December 31, 2024 was primarily related to the new senior notes issued in May 2024 of which $ 500 million of the net proceeds has been invested and will be used to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025.

Long-Term Restricted Cash, Cash Equivalents and Investments

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

• ICE Clearing House Portion of the Guaranty Fund Contribution:

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

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

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

The requirement ceased when our

agreement with Bakkt to clear Bitcoin terminated in 2023.

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

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

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

ICE NGX has also set aside $ 30 million of its own capital that could be used for liquidity purposes in the event of a Contracting Party default.

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

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As of December 31, Depreciation

Software and internally developed software

$ 1,834 $ 1,632 3 to 7

Computer and network equipment

1,033 957 3 to 5

Buildings and building improvements

389 352 15 to 30

Software and internally developed software $ 2,061 $ 1,834 3 to 7

Computer and network equipment 1,073 1,033 3 to 5

Land 180 180 N/A

Buildings and building improvements 436 389 15 to 30

Right-of-use lease assets

295 305 1 to 30

Leasehold improvements

372 336 4 to 15

Equipment, aircraft and office furniture

156 155 4 to 12

Leasehold improvements 455 372 4 to 15

Equipment, aircraft and office furniture 192 156 4 to 12

Total property and equipment 4,692 4,269

Less accumulated depreciation and amortization ( 2,539 ) ( 2,346 )

( 2,346 ) ( 2,098 )

Property and equipment, net $ 2,153 $ 1,923

$ 1,923 $ 1,767

In 2024, 2023 and 2022, amortization of software and internally developed software was $ 324 million, $ 284 million and $ 247 million, respectively, and depreciation of all other property and equipment was $ 201 million, $ 182 million and $ 174 million, respectively.

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

Acquisitions — — 9,417 9,417

Foreign currency translation 21 3 — 24

( 51 ) ( 4 ) — ( 55 )

Other activity, net

— ( 3 ) — ( 3 )

Goodwill balance at December 31, 2023

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

— — 9,417 9,417

Foreign currency translation ( 19 ) ( 1 ) ( 1 ) ( 21 )

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Amortization of other intangible assets ( 1,012 )

Other activity, net

Other intangible assets balance at December 31, 2024

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

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

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

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

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

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

As of December 31, 2024

As of December 31, 2023

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

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Trading products with finite lives 202 ( 149 ) 53 205 ( 141 ) 64

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

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

Data and databases 746 ( 230 ) 516 745 ( 170 ) 575

Trademarks and trade names 386 ( 87 ) 299 386 ( 67 ) 319

Other 51 ( 43 ) 8 51 ( 42 ) 9

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Exchange registrations, licenses and contracts with indefinite lives 6,209 — $ 6,209 6,223 — 6,223

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

Trademarks and trade names with indefinite lives 280 — $ 280 280 — 280

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

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Total other intangible assets $ 21,305 $ ( 4,999 ) $ 16,306 $ 21,312 $ ( 3,995 ) $ 17,317

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

In 2024, 2023 and 2022, amortization expense of other intangible assets was $ 1.0 billion, $ 749 million and $ 610 million, respectively, and is recorded in depreciation and amortization expense in our consolidated statements of income.

Collectively, the remaining weighted average useful lives of the finite-lived intangible assets is 13.5 years as of December 31, 2024.

We expect future amortization expense from the finite-lived intangible assets as of December 31, 2024 to be as follows (in millions):

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

We performed an analysis of impairment indicators as of December 31, 2024, and other than a $ 7 million impairment on certain trademark intangible assets within our Mortgage Technology Segment in 2023 and a $ 3 million impairment of developed technology within our Exchanges Segment in 2024 for assets no longer in use, we did not recognize any impairment losses on goodwill or other intangible assets in 2024, 2023 or 2022.

The impairment charges described above are included in depreciation and amortization expense within the consolidated statements of income.

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

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

The carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions):

As of December 31,

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Commercial Paper

Other short-term debt

$ 529 $ 1,954

2025 Senior Notes ( 3.65 %;

unsecured due May 23, 2025)

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

Total short-term debt 3,027 1,954

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

2031 Senior Notes ( 5.25 % senior notes due June 15, 2031)

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

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$ 20,368 $ 22,613

Black Knight Senior Notes

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

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

Credit Facilities

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

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

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

On May 31, 2024, we agreed with the lenders to extend the maturity date of the Credit Facility from May 25, 2027, to May 31, 2029, among other items.

We incurred new debt issuance costs of $ 4 million in 2024 relating to the Credit Facility which increased unamortized deferred debt issuance costs carried forward from previous Credit Facility extensions, and these costs are represented in the consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility.

No amounts were outstanding under the Credit Facility as of December 31, 2024.

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.

As of December 31, 2024, of the $ 3.9 billion that was available for borrowing under the Credit Facility, $ 529 million was required to back-stop the notes outstanding under our U.S.

dollar commercial paper program, or the Commercial Paper Program, and $ 172 million was required to support certain broker-dealer and other subsidiary commitments.

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

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

The remaining $ 3.2 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future amounts outstanding under the Commercial Paper Program.

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

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• 2022 Term Loan:

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

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

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

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

Draws under the Term Loan bore interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, 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.

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.

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

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

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

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

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

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

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

In 2024 we had net repayments of $ 1.4 billion under the Commercial Paper Program.

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

As of December 31, 2024, commercial paper notes of $ 529 million with original maturities ranging from 6 to 20 days were outstanding 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, commercial paper notes of $ 2.0 billion with original maturities ranging from 4 to 45 days were outstanding with a weighted average interest rate of 5.7 % per annum, and a weighted average remaining maturity of 32 days.

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

As of December 31, 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.

• Exchange Offers:

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.

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.

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.

• Senior Notes Issued in May 2024:

On May 13, 2024, we issued $ 750 million in aggregate principal amount of 5.25 % senior notes due 2031, or the 2031 Notes.

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.

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.

We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under the Term Loan.

We incurred debt issuance costs of $ 6 million relating to the issuance of the 2031 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of the 2031 Notes.

• Senior Notes Issued in May 2022:

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

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

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

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

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

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

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

• Senior Notes Issued in August 2020:

On August 20, 2020, we issued $ 6.5 billion in aggregate principal amount of new senior notes, comprised of $ 1.25 billion in aggregate principal amount of floating rate senior notes due in 2023, or the Floating Rate Notes, $ 1.0 billion in aggregate principal amount of 0.70 % senior notes due in 2023, $ 1.5 billion in aggregate principal amount of 1.85 % senior notes due in 2032, $ 1.25 billion in aggregate principal amount of 2.65 % senior notes due in 2040, and $ 1.5 billion in aggregate principal amount of 3.00 % senior notes due in 2060 (collectively, the August 2020 Notes).

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

We incurred debt issuance costs of $ 53 million relating to the issuance of the August 2020 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the August 2020 Notes.

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

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

• Senior Notes Issued in May 2020:

On May 26, 2020, we issued $ 2.5 billion in aggregate principal amount of new senior notes comprised of $ 1.25 billion in aggregate principal amount of 2.10 % senior notes due in 2030 and $ 1.25 billion in aggregate principal amount of 3.00 % senior notes due in 2050 (collectively, the May 2020 Notes).

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

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

• Senior Notes Issued in August 2018:

In August 2018, we issued $ 2.25 billion in new aggregate unsecured fixed-rate senior notes, including $ 400 million, 3.45 % notes due in 2023, $ 600 million, 3.75 % notes due in 2028, and $ 1.25 billion, 4.25 % notes due in 2048.

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

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

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

• Senior Notes Issued in August 2017:

In August 2017, we issued $ 1.0 billion in aggregate senior unsecured fixed-rate notes, including $ 500 million, 2.35 % notes due in 2022 and $ 500 million, 3.10 % notes due in 2027.

We used the majority of the proceeds of the offering to fund the redemption of $ 850 million, 2.00 % senior unsecured fixed-rate NYSE Notes prior to the October 2017 maturity date.

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

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

• Senior Notes Issued in November 2015:

In November 2015, we issued $ 2.5 billion in aggregate senior unsecured fixed-rate notes, including the 2020 Senior Notes, and $ 1.25 billion, 3.75 % notes due 2025.

We used the proceeds, together with $ 1.6 billion of borrowings under our Commercial Paper Program, to finance the cash portion of the purchase price of Interactive Data.

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

• Remaining Outstanding Senior Notes:

All of our other outstanding Senior Notes were issued at a discount, and we incurred debt issuance costs with each issuance.

The amounts in the table above reflect the carrying value of each Senior Note which consists of the aggregate principal amount, less the unamortized debt issuance costs and discounts.

The unamortized debt issuance costs and discounts are being accreted through interest expense over the life of the applicable notes.

All of the Senior Notes pay interest semi-annually.

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

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Principal amounts repayable 20,630

Debt issuance costs ( 202 )

Unamortized balance discounts on bonds, net ( 89 )

Discount on Commercial Paper ( 10 )

Unamortized debt issuance costs and discounts ( 262 )

Total debt outstanding $ 20,368

Share-Based Compensation

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

The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock units and under our employee stock purchase plan were $ 231 million, $ 257 million and $ 155 million in 2024, 2023 and 2022, respectively, net of $ 21 million, $ 18 million and $ 16 million, respectively, that was capitalized as software development costs.

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

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

As of December 31, 2024, we had 36.2 million shares in total under various equity plans available for future issuance as stock option and restricted stock awards.

Stock Option Plans

Stock Options

Stock options are granted with an exercise price equal to the fair value of our common stock on the grant date.

We may grant, under provisions of the plans, both incentive stock options and nonqualified stock options.

The options generally vest over three or four years and may generally be exercised up to ten years after the date of grant, but generally expire either 14 or 60 days after termination of employment.

The options generally vest over three years and may generally be exercised up to ten years after the date of grant, but generally expire either 14 or 60 days after termination of employment.

The shares of common stock issued under our stock option plans are made available from authorized and unissued common stock or treasury shares.

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The following is a summary of our stock option activity:

Number of Options

(in thousands) Weighted Average

Exercise Price per

(in thousands) Weighted

Exercise Price per Option

Outstanding at January 1, 2022

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2,539 $ 83.20

( 508 ) $ 58.05

( 20 ) $ 114.19

Granted 212 $ 135.46

Exercised ( 561 ) $ 61.21

Outstanding at December 31, 2024

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Details of stock options outstanding as of December 31, 2024 are as follows:

Number of Options

(in thousands) Weighted Average

Exercise Price Weighted Average

(in thousands) Weighted

Exercise Price Weighted

Contractual Life

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Vested or expected to vest 2,190 $ 93.90 5.3 $ 121

2,539 $ 83.20 4.9 $ 115

2,000 $ 74.49 4.0 $ 108

Exercisable 1,715 $ 85.59 4.4 $ 109

Details of stock options exercised during 2024, 2023 and 2022 are as follows:

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2024 2023 2022

Number of options exercisable (in millions) 2.0 2.2 2.2

Number of options exercisable (in thousands) 1,715 2,000 2,205

Weighted-average exercise price $ 85.59 $ 74.49 $ 65.97

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24 % 24 % 23 %

Year Ended December 31,

Expected dividend yield

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Expected volatility is based on historical volatility data of our stock.

Restricted Stock Plans

Restricted shares are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return.

Restricted Stock

Restricted stock units are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return.

We issue awards that may contain a combination of time, performance and/or market conditions.

The grant date fair value of each award is based on the closing stock price of our stock at the date of grant.

The grant date fair value of each award is based on the closing stock price of our stock at the date of grant and our stock compensation expense is recorded net of estimated forfeitures based on historical forfeiture rates.

Granted but unvested shares are generally forfeited upon termination of employment, whereby compensation costs previously recognized for unvested shares are reversed.

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

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

For awards with a market condition, fair value is estimated based on a simulation of various outcomes and includes inputs such as our stock price at the beginning of the period subject to the market condition, the risk-free interest rate, the time period of the market condition and the expected volatility of ICE's stock and the underlying equity securities of the S&P 500 benchmark index subject to the market condition.

In February 2024, we reserved a maximum of 0.7 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees.

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

In 2024, we performed at a performance level "above-target".

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

Based on our actual 2024 financial performance as compared to the 2024 financial performance level thresholds, 0.5 million restricted shares will be awarded.

This results in $ 62 million in compensation expenses that will be expensed over the three-year accelerated vesting period, including $ 33 million expensed during 2024.

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

(in thousands) Weighted Average

(in thousands) Weighted

Grant-Date Fair

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Granted 3,561 110.96

(in thousands) Weighted Average

Grant-Date Fair

Value per Share

Vested ( 1,942 ) 112.39

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Nonvested at December 31, 2023

( 1,942 ) 112.39

( 269 ) 114.88

Granted 1,761 136.03

Vested ( 1,700 ) 115.50

Forfeited ( 258 ) 120.94

Nonvested at December 31, 2024

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2024 2023 2022

Time-based restricted stock units granted

(in thousands) (1)

Time-based restricted stock units granted (in thousands) (1)

1,031 1,191 1,067

Total fair value of restricted stock vested under all restricted stock plans

(in millions)

Total fair value of restricted stock vested under all restricted stock plans (in millions)

$ 227 $ 150 $ 191

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

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

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

As of December 31, 2024, there were $ 239 million in total unrecognized compensation costs related to time-based and performance-based restricted stock.

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These awards will be fully vested by 2026.

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

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

Our stock compensation expense for December 31, 2024 and 2023 related to these awards was $ 25 million and $ 18 million, respectively.

Employee Stock Purchase Plan

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We recorded compensation expenses of $ 14 million, $ 13 million and $ 13 million during 2024, 2023 and 2022, respectively, related to the discount given to our participating employees.

Bakkt Incentive Units

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

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

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

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

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

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

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We recorded the receipt of the shares as treasury stock.

Non-Controlling Interest

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

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 non-ICE interests are shown as non-controlling interests.

As of December 31, 2024, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi.

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

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

As of December 31, 2024, we 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.

Stock Repurchase Program

We periodically review whether to repurchase our stock.

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

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

In addition, our Board may increase or decrease the amount available for repurchases from time to time.

In making a determination regarding the timing and extent of any stock repurchases, we consider multiple factors that may include:

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Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations.

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

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

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

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

We did not have any share repurchases in 2023.

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

We did not have any share repurchases in 2024 or 2023.

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.

The shares repurchased are held in treasury stock.

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

As of December 31, 2024, the remaining balance of Board approved funds for future repurchase was $ 2.5 billion.

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

In addition, our Board may increase or decrease the amount available for repurchases from time to time.

The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the periods presented as follows:

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Total common stock repurchases — $ — $ —

4,955 $ 127.56 $ 632

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

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

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

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

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

We declared and paid cash dividends per share during the periods presented as follows:

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$ ( 150 ) $ 2 $ ( 48 ) $ ( 196 )

Other comprehensive income/(loss) ( 16 ) 1 15 —

Income tax benefit/(expense) — — ( 4 ) ( 4 )

Net current period other comprehensive income/(loss) ( 16 ) 1 11 ( 4 )

Other comprehensive loss ( 130 ) — ( 10 ) ( 140 )

Income tax benefit 2 — 3 5

Net current period other comprehensive loss ( 128 ) — ( 7 ) ( 135 )

Balance, as of December 31, 2022

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Other comprehensive income/(loss) ( 55 ) 9 5 ( 41 )

Income tax benefit/(expense) ( 1 ) — 4 3

Income tax expense — ( 2 ) ( 1 ) ( 3 )

Net current period other comprehensive income/(loss) ( 55 ) 7 4 ( 44 )

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$ ( 285 ) $ 9 $ ( 62 ) $ ( 338 )

Income before income taxes and the income tax provision consisted of the following (in millions), and our consolidated income tax provision for 2021 was elevated due to the income tax expense associated with the gains we recognized from the Coinbase and Bakkt transactions.

Income before income taxes and the income tax provision consisted of the following (in millions):

Year Ended December 31,

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Income before income taxes

$ 1,016 $ 184 $ 4,179

1,878 1,624 1,519

Domestic $ 1,291 $ 1,016 $ 184

Foreign 2,337 1,878 1,624

$ 3,628 $ 2,894 $ 1,808

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Current tax expense:

$ 287 $ 366 $ 533

$ 785 $ 903 $ 1,092

Deferred tax expense/(benefit):

$ ( 124 ) $ ( 413 ) $ 258

( 197 ) ( 165 ) 92

Federal $ 212 $ 287 $ 366

State 158 27 206

Foreign 598 471 331

$ 968 $ 785 $ 903

Deferred tax benefit:

Federal $ ( 47 ) $ ( 124 ) $ ( 413 )

State ( 86 ) ( 197 ) ( 165 )

Foreign ( 9 ) ( 8 ) ( 15 )

$ ( 142 ) $ ( 329 ) $ ( 593 )

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Statutory federal income tax rate 21 % 21 % 21 %

21 % 21 % 21 %

State and local income taxes, net of federal benefit 3 2 5

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( 2 ) ( 2 ) ( 3 )

Deferred tax from foreign tax law change and Bakkt transaction — — 4

Unrecognized tax benefits — ( 1 ) 1

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State deferred benefit of Bakkt impairment — — ( 5 )

Federal research tax credits ( 1 ) ( 1 ) ( 1 )

Total provision for income taxes 23 % 16 % 17 %

16 % 17 % 29 %

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

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

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.

The 16 % effective tax rate in 2023 was below the statutory federal income tax rate primarily due to favorable audit settlements for historical years, favorable state apportionment changes and the application of the high-tax exception to Global Intangible Low-Taxed Income.

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

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

In conjunction with the increase in the U.K.

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

Our 2023 tax provision includes the impacts of this election.

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

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

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

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

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

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

already enacted legislation adopting the Pillar Two rules.

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.

The European Union member states and many other countries, including the U.K., our most significant non-U.S.

jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules.

In July 2023, the U.K.

enacted the U.K.

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

These new U.K.

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

December 31, 2026 and ending on or before June 30, 2028.

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.

Deferred Tax Assets and Liabilities

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

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

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

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

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

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

The following table summarizes the significant components of our deferred tax assets and liabilities as of December 31, 2024 and 2023 (in millions):

As of December 31,

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Property and equipment 178 118

Total 657 731

Valuation allowance ( 200 ) ( 166 )

( 166 ) ( 92 )

Total deferred tax assets, net of valuation allowance $ 457 $ 565

Deferred tax liabilities:

Property and equipment $ — $ ( 60 )

Acquired intangibles ( 4,239 ) ( 4,507 )

( 4,507 ) ( 3,527 )

Right of use asset ( 46 ) ( 48 )

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Total deferred tax liabilities $ ( 4,361 ) $ ( 4,645 )

$ ( 4,645 ) $ ( 3,770 )

Net deferred tax liabilities $ ( 3,904 ) $ ( 4,080 )

$ ( 4,080 ) $ ( 3,493 )

Net non-current deferred tax liabilities $ ( 3,904 ) $ ( 4,080 )

$ ( 4,080 ) $ ( 3,493 )

A reconciliation of the beginning and ending amount of deferred income tax valuation allowance is as follows (in millions):

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We recorded a valuation allowance for deferred tax assets of $ 200 million and $ 166 million as of December 31, 2024 and 2023, respectively.

The net increase of our valuation allowance in 2024 is primarily due to certain tax attributes that are not more likely than not to be utilized prior to expiration in the future, partially offset by purchase accounting adjustments recorded through goodwill related to the Black Knight acquisition.

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

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

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

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

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with no material additional income tax consequences in the future.

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

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

Due to the application of the high-tax exception to Global Intangible Low-Taxed Income, the majority of the earnings of our non-U.S.

subsidiaries in 2024 and 2023 are not subject to U.S.

income taxation.

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

However, the majority of

these 2024 and 2023 foreign earnings can also be distributed to the U.S.

with no material additional U.S.

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As of December 31, 2024 and 2023, we have gross U.S.

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

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

federal net operating loss carryforwards of $ 92 million and $ 88 million, respectively, and gross state and local net operating loss carryforwards of $ 251 million and $ 76 million for 2024 and 2023, respectively.

In addition, we had $ 127 million and $ 204 million of deferred tax assets related to federal and state capital losses as of December 31, 2024 and 2023, respectively.

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

In addition, as of December 31, 2024 and 2023, we have gross foreign net operating loss carryforwards of $ 219 million and $ 214 million, respectively.

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

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

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Beginning balance of unrecognized tax benefits 268 247 $ 229

247 229 $ 188

Additions/(reductions) related to acquisitions 25 — ( 1 )

Additions related to acquisitions 9 25 —

Additions based on tax positions taken in current year 32 31 30

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Reductions based on tax positions taken in prior years ( 9 ) ( 18 ) ( 3 )

( 18 ) ( 3 ) ( 2 )

Reductions resulting from statute of limitation lapses

( 7 ) ( 9 ) —

Reductions resulting from statutes of limitations lapses ( 27 ) ( 7 ) ( 9 )

Reductions related to settlements with taxing authorities — ( 43 ) —

Ending balance of unrecognized tax benefits 274 $ 268 $ 247

$ 268 $ 247 $ 229

As of December 31, 2023 and 2022, the balance of unrecognized tax benefits which would, if recognized, affect our effective tax rate was $ 228 million and $ 208 million, respectively.

It is reasonably possible, as a result of settlements of ongoing audits or statute of limitations expirations, that unrecognized tax benefits could increase as much as $ 31 million and decrease as much as $ 25 million within the next 12 months.

As of December 31, 2024 and 2023, the balance of unrecognized tax benefits which would, if recognized, affect our effective tax rate was $ 228 million for both years.

It is reasonably possible, as a result of settlements of ongoing audits or statutes of limitations expirations, that unrecognized tax benefits could increase as much as $ 32 million and decrease as much as $ 81 million within the next 12 months.

Of the $ 274 million in unrecognized tax benefits as of December 31, 2024, $ 196 million is recorded within other non-current liabilities and $ 78 million is recorded within other current liabilities.

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

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

In 2024, 2023 and 2022, we recognized an expense of $ 14 million, a benefit of $ 30 million and an expense of $ 12 million, respectively, for interest and penalties.

As of December 31, 2024 and 2023, accrued interest and penalties were $ 47 million and $ 32 million, respectively.

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Clearing House Products Cleared Exchange where Executed Location

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

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

ICE Clear U.S.

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

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

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

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

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

All CDS products have been delisted at ICE Clear Europe and the final de-registration occurred in November 2023.

ICE NGX Physical North American natural gas, environmental commodities and physical and financial electricity ICE NGX Canada

Original and Variation Margin

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The collateral deposits are known as “original margin.” In addition, the ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection.

The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” The ICE Clearing Houses mark all outstanding contracts to market, and, with the exception of ICE NGX’s physical natural gas and physical power products discussed separately below, pay and collect variation margin at least once daily.

The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” The ICE Clearing Houses mark all outstanding contracts to market, and, with the exception of ICE NGX’s physical natural gas, physical environmental and physical power products discussed separately below, pay and collect variation margin at least once daily.

The amounts that Members are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, risk committees and the boards of directors of the respective ICE Clearing House.

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

In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits and default insurance, or

collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

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

As of December 31, 2024 and 2023, the ICE Clearing Houses had received or had been pledged $ 173.1 billion and $ 175.9 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

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ICE Clear Europe $ 197 $ 197 $ 100 $ 100

$ 197 $ 247 $ 100 $ 100

ICE Clear U.S.

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Total $ 370 $ 340 $ 400 $ 400

(1) The decrease in the ICE portion of the guaranty fund contribution from 2022 to 2023 at ICE Clear Europe was driven by ceasing CDS clearing at ICE Clear Europe and the related requirement for ICE Clear Europe to maintain a $ 50 million guaranty fund contribution related to CDS clearing.

(2) The decrease in the ICE portion of the guaranty fund contribution from 2022 to 2023 at ICE Clear U.S.

was driven by the termination of our agreement with Bakkt to clear Bitcoin, and the related requirement for us to maintain a $ 15 million guaranty fund contribution.

We also maintain default insurance at ICE Clear Europe.

ICE Clear, U.S.

We also maintain default insurance at ICE Clear Europe, ICE Clear U.S.

and ICE Clear Credit as an additional layer of clearing member default protection, which is reflected in the table above.

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

ICE Clear Europe - $ 100 million;

ICE Clear U.S.

- $ 25 million;

and ICE Clear Credit - $ 75 million.

The default insurance was renewed in September 2022 and has a three-year term.

The default insurance layer resides after and in addition to the ICE Clear Europe, ICE Clear U.S.

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

As of December 31, 2023, ICE NGX maintained a guaranty fund of $ 215 million, comprising $ 15 million in cash and a $ 200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

As of December 31, 2024, ICE NGX maintained a guaranty fund of $ 215 million, comprised of $ 15 million in cash and a $ 200 million letter of credit backed by a default insurance policy of the same amount, discussed below.

Separately, ICE NGX has also set aside $ 30 million of its own capital that could be used for liquidity purposes if a direct participant of the ICE NGX clearing house, or Contracting Party, defaulted.

Below is a depiction of our Default Waterfall which summarizes the lines of defense and layers of protection we maintain for our mutualized clearing houses.

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Original margin $ 45,427 $ 23,843 $ 7,069 $ — $ 4 $ 76,343

$ 40,170 $ 28,353 $ 4,693 $ — $ 5 $ 73,221

Unsettled variation margin, net

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Guaranty fund 2,353 3,312 660 — 5 6,330

2,358 3,017 609 — 5 5,989

Delivery contracts receivable/payable, net

— — — 705 — 705

$ 42,528 $ 31,370 $ 5,302 $ 1,584 $ 10 $ 80,794

Total $ 47,780 $ 27,155 $ 7,729 $ 1,639 $ 9 $ 84,312

As of December 31, 2023, our cash and invested margin deposits, were as follows (in millions):

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Original margin $ 40,170 $ 28,353 $ 4,693 $ — $ 5 $ 73,221

$ 101,243 $ 31,277 $ 4,141 $ — $ 5 $ 136,666

Unsettled variation margin, net

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Guaranty fund 2,358 3,017 609 — 5 5,989

4,162 3,177 597 — 4 7,940

Delivery contracts receivable/payable, net

— — — 600 — 600

$ 105,405 $ 34,454 $ 4,738 $ 2,766 $ 9 $ 147,372

(1) Amount is entirely related to futures/options.

(2) $ 97.6 billion and $ 7.8 billion is related to futures/options and CDS, respectively.

Total $ 42,528 $ 31,370 $ 5,302 $ 1,584 $ 10 $ 80,794

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

Treasury and other highly-rated foreign

government securities, or reverse repurchase agreements with primarily overnight maturities.

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

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

We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets.

The carrying value of these deposits are deemed to approximate fair value.

The carrying value of these deposits is deemed to approximate fair value.

To provide a tool to address the liquidity needs of our clearing houses and manage the liquidation of margin and guaranty fund deposits held in the form of cash and high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear U.S.

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• ICE Clear Europe:

$ 1.0 billion in Committed Repo to finance U.S.

dollar, euro and pound sterling deposits.

$ 1.0 billion in Committed Repo to have the ability to convert securities held as collateral into U.S.

dollar, euro and pound sterling deposits with same day liquidity.

• ICE Clear Credit:

$ 300 million in Committed Repo (U.S.

dollar based) to finance U.S.

dollar denominated sovereign debt and euro deposits, € 250 million in Committed Repo (euro based) to finance euro and U.S.

dollar denominated sovereign debt deposits, and € 1.9 billion in Committed FX Facilities to finance euro payment obligations.

dollar based) to have the ability to convert U.S.

dollar\euro denominated sovereign debt held as collateral into U.S.

dollar\euro deposits with same day liquidity, € 250 million in Committed Repo (euro based) to have the ability to convert euro\U.S.

dollar denominated sovereign debt deposits held as collateral into euro\U.S.

dollar denominated deposits with same day liquidity, and € 1.9 billion in Committed FX Facilities to have the ability to convert available U.S.

dollar denominated cash into euro denominated cash to meet a euro denominated payment obligation with same day liquidity.

• ICE Clear U.S.:

$ 250 million in Committed Repo to finance U.S.

dollar denominated sovereign debt deposits.

$ 250 million in Committed Repo to have the ability to convert U.S.

dollar denominated sovereign debt deposits held as collateral into U.S.

dollar deposits with same day liquidity.

• ICE Clear Netherlands :

€ 10 million in Committed FX Facilities to finance euro payment obligations.

€ 10 million in Committed FX Facilities to have the ability to convert available non-euro denominated cash into euro denominated cash to meet euro denominated payment obligations with same day liquidity.

Details of our deposits are as follows (in millions):

Cash and Cash Equivalent Margin Deposits and Guaranty Funds

Clearing House Investment Type As of

December 31, 2023

December 31, 2022

As of December 31,

Clearing House Investment Type 2024 2023

ICE Clear Europe National bank account (1)

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Invested Deposits, Delivery Contracts Receivable and Unsettled Variation Margin

Clearing House Investment Type As of

December 31, 2023

December 31, 2022

ICE NGX Unsettled variation margin and delivery contracts receivable/payable $ 1,584 $ 2,766

As of December 31,

Clearing House Investment Type 2024 2023

ICE NGX Unsettled variation margin and delivery contracts receivable $ 1,639 $ 1,584

ICE Clear Europe Invested deposits - sovereign debt 524 230

Total invested deposits, delivery contracts receivable and unsettled variation margin $ 2,163 $ 1,814

(1) As of December 31, 2024, ICE Clear Europe held £ 3.8 billion ($ 4.8 billion based on the pound sterling/U.S.

dollar exchange rate of 1.2514 as of December 31, 2024) at the Bank of England, or BOE.

As of December 31, 2023, ICE Clear Europe held € 11 million ($ 12 million based on the euro/U.S.

dollar exchange rate of 1.1037 as of December 31, 2023) at the European Central Bank, or ECB, £ 4.6 billion ($ 5.8 billion based on the pound sterling/U.S.

dollar exchange rate of 1.2732 as of December 31, 2023) at the Bank of England, or BOE, and € 10 million ($ 11 million based on the above exchange rate) at the BOE.

As of December 31, 2022, ICE Clear Europe held € 11.7 billion ($ 12.5 billion based on the euro/U.S.

dollar exchange rate of 1.0704 as of December 31, 2022) at ECB, £ 4.0 billion ($ 4.9 billion based on the pound sterling/U.S.

dollar exchange rate of 1.2732 as of December 31, 2023) at the BOE and € 10 million ($ 11 million based on the above exchange rate) at the BOE.

Other Deposits

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, European emission allowance certificates or gold on rare occasions at ICE Clear Europe, to mitigate credit risk.

For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate.

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

These other deposits are not reflected in our consolidated balance sheets as the risks and rewards of these assets remain with the Members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the Member is no longer entitled to redeem the assets.

Any income, gain or loss accrues to the Members.

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Government securities at face value $ 33,884 $ 31,590 $ 15,186 $ — $ 80,660

$ 45,698 $ 26,992 $ 13,062 $ — $ 85,752

Letters of credit and other — — — 5,006 5,006

Letters of credit — — — 4,391 4,391

Emissions certificates at fair value 585 — — — 585

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Government securities at face value $ 45,698 $ 26,992 $ 13,062 $ — $ 85,752

$ 74,964 $ 26,601 $ 14,855 $ — $ 116,420

Letters of credit

— — — 5,006 5,006

Emissions certificates at fair value 904 — — — 904

ICE NGX cash deposits

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$ 765 $ 1,119 $ 345 $ — $ 2,229

ICE NGX owns a clearing house which administers the physical delivery of energy trading contracts.

ICE NGX owns a clearing house which administers the physical delivery of energy and environmental trading contracts.

ICE NGX is the central counterparty to Members on opposite sides of its physically-settled contracts, and the balance related to delivered but unpaid contracts is recorded as a delivery contract net receivable, with an offsetting delivery contract net payable in our balance sheets.

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

ICE NGX marks all of its outstanding physical natural gas and physical power contracts to market daily and requires full collateralization of net accrued variation losses.

ICE NGX marks all of its outstanding physical natural gas, physical environmental and physical power contracts to market daily and requires full collateralization of net accrued variation losses.

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

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

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

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

ICE NGX maintains a committed daylight-overnight liquidity facility in the amount of $ 100 million with an additional $ 200 million uncommitted with a third-party Canadian chartered bank which provides liquidity in the event of a settlement shortfall, subject to certain conditions.

As of December 31, 2023, ICE NGX maintains a guaranty fund of $ 215 million funded by a $ 200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount the ICE NGX is responsible for under the default insurance policy.

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

As of December 31, 2024, ICE NGX maintains a guaranty fund of $ 215 million funded by a $ 200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $ 15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy.

to $ 200 million beyond the $ 15 million first-loss amount that ICE NGX is responsible for under the default insurance policy.

ICE NGX has also set aside $ 30 million of its own capital that could be used for liquidity purposes in the event of a Contracting Party default.

Clearing House Exposure

The net notional value of unsettled contracts was $ 2.1 trillion as of December 31, 2023.

Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its Members.

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To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards.

With the exception of ICE NGX, the ICE Clearing Houses mark all outstanding contracts to market and pay and collect variation margin at least once daily.

The ICE Clearing Houses mark all outstanding contracts to market and, with the exception of ICE NGX, pay and collect variation margin at least once daily.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee would be the intra-day or full day change in fair value if all Members who have open positions with unrealized losses simultaneously defaulted, which is an extremely unlikely scenario.

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

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

The net interest income on cash margin and fees charged for non-cash margin retained by the ICE Clearing Houses is recorded in our exchanges revenues and fixed income and data services revenues in our consolidated statements of income.

We recognized a combined $ 369 million and $ 341 million as our revenues during the years ended December 31, 2023 and 2022, respectively,

We have lease agreements for office space and data center facilities.

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We recognized $ 62 million, $ 58 million and $ 52 million of rent expense for office space as rent and occupancy expense in 2024, 2023, and 2022, respectively, and $ 27 million, $ 32 million and $ 26 million for data center facilities as technology and communication expense in 2024, 2023, and 2022, respectively, within our consolidated income statements.

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

We do not have any significant variable lease costs.

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

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As of December 31, 2024, we estimate that our operating lease liability will be recognized in the following years (in millions):

Thereafter 247

Lease liability amounts repayable

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

December 31, 2023

December 31, 2022

Year Ended December 31,

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

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Assessments of losses are inherently subjective and involve unpredictable factors.

While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business, including the matters described below, are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business, including the matter described below, are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters.

Black Knight Transaction Litigation

On March 9, 2023, the Federal Trade Commission, or the FTC, filed an administrative complaint alleging that the proposed transaction between ICE and Black Knight, if consummated, would be an unfair method of competition in violation of Section 5 of the Federal Trade Commission Act, and that it would substantially lessen competition, or tend to create a monopoly, in violation of Section 7 of the Clayton Act.

The complaint sought a variety of injunctive relief, including, among other things, a prohibition on the completion of the transaction without the FTC’s consent and, if the transaction is completed, a divestiture or reconstitution of assets in a manner that restores such separate and independent businesses as the parties had operated prior to the completion of the transaction.

On April 10, 2023, the FTC filed a complaint in the United States District Court for the Northern District of California for a temporary restraining order and preliminary injunction enjoining the completion of the transaction.

On April 21, 2023, the court entered a temporary restraining order, or TRO, enjoining the completion of the transaction until the court ruled on the FTC’s motion for a preliminary injunction.

In their answers to the administrative and court complaints, filed on March 20, 2023 and April 25, 2023, respectively, ICE and Black Knight denied the FTC’s substantive allegations;

asserted numerous affirmative defenses;

described the pro-competitive aspects and significant lender, servicer, investor, vendor and consumer benefits relating to this transaction;

and denied that the combination of their respective businesses would violate any laws.

Additionally, the answers to the court complaint contained counterclaims by ICE and Black Knight against the FTC seeking declaratory relief that the FTC’s administrative process is unconstitutional and should be enjoined.

On July 17, 2023, the district court entered an order granting a joint motion by the parties to continue the evidentiary hearing on the FTC's motion for a preliminary injunction, noting that the parties were discussing a potential resolution of the matter resulting from the announcement of the planned divestiture of the Optimal Blue business (Note 3) and the FTC’s analysis

of the implications of the divestiture for this case and the administrative complaint.

On July 25, 2023, the FTC granted an unopposed motion filed by FTC counsel to withdraw the administrative complaint from adjudication, and, on August 7, 2023, the parties announced a joint stipulation to dismiss the federal court complaint and dissolve the TRO.

ICE and Black Knight entered into an Agreement Containing Consent Orders with the FTC's Bureau of Competition on August 25, 2023, which fully and finally resolved the matter upon completion of the transaction effective as of September 5, 2023.

PennyMac Arbitration

In 2019, Black Knight Servicing Technologies, LLC, or BKST, an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial, or the Black Knight Complaint, against PennyMac Loan Services, LLC, or PennyMac, in Florida state court.

The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP® System trade secrets by PennyMac for it to develop a mortgage servicing system (known as SSE) intended to replace the MSP® System.

The Black Knight Complaint seeks damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and a declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP® System and related trade secret and confidential information.

The Black Knight Complaint included causes of action for breach of contract and misappropriation of MSP® System trade secrets by PennyMac for it to develop a mortgage servicing system (known as SSE) intended to replace the MSP® System.

The Black Knight Complaint sought damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and a declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP® System and related trade secret and confidential information.

PennyMac filed a motion to compel arbitration of the action, and the trial court granted the motion in 2020.

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Shortly after the filing of the Black Knight Complaint, PennyMac filed an Antitrust Complaint, or the PennyMac Complaint, against Black Knight in the United States District Court for the Central District of California.

The PennyMac Complaint includes causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law.

The PennyMac Complaint seeks equitable remedies, damages and other monetary relief, including treble and punitive damages.

Generally, PennyMac alleges that Black Knight relies on various anticompetitive, unfair and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market.

Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST.

The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law.

The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages.

Generally, PennyMac alleged that Black Knight relied on various anticompetitive, unfair and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market.

Black Knight moved to

dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST.

In 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss, and PennyMac filed a notice of dismissal of this action without prejudice and indicated that it intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third-party claims and/or counterclaims in arbitration.

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The Interim Award denied Black Knight’s claim for misappropriation of trade secrets and granted or denied (or denied as moot) various of the parties’ respective other claims.

On January 12, 2024, the arbitrator entered a Final Award stating that an additional $ 7.0 million is owed to Black Knight for prejudgment interest for a total award of $ 157.2 million.

The arbitrator further found Black Knight is owed post-judgment interest to run beginning the day after the Interim Award (which, as of this filing, amounts to more than $ 2.5 million, and continues to accrue).

We expect PennyMac to pay Black Knight the amount owed in the first quarter of 2024.

On January 12, 2024, the arbitrator entered a Final Award stating that an additional $ 7 million was owed to Black Knight for prejudgment interest for a total award of $ 157 million.

On February 14, 2024, PennyMac paid Black Knight $ 160 million in satisfaction of the final award (inclusive of applicable interest).

In the same arbitration, PennyMac also brought claims under the Sherman and Clayton Acts, seeking $ 65 million in damages, subject to trebling.

The arbitrator awarded PennyMac zero dollars in damages on its claims.

The arbitrator also found unenforceable a legacy provision in Black Knight contracts preventing clients from servicing loans on multiple systems simultaneously.

Black Knight never enforced that provision against any customer and has alerted current customers that this provision will not be enforced.

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain.

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Amounts recognized in the accompanying consolidated balance sheets:

Accrued pension plan asset

Other non-current assets

The following shows the components of the pension plan expense for 2024, 2023 and 2022 (in millions):

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As of both December 31, 2024 and 2023, the cash surrender value of such policies was $ 60 million and is included in other non-current assets in the accompanying consolidated balance sheets.

We also acquired a SERP through both the

ICE NGX and CHX acquisitions.

We also acquired a SERP through both the ICE NGX and Chicago Stock Exchange acquisitions.

The following table provides a summary of the changes in the SERP benefit obligations (in millions):

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Interest cost

Actuarial (gain)/loss

Benefits paid

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The resulting discount rates reflect the matching of plan liability cash flows to yield curves.

To develop the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio.

The determination of the interest cost component utilizes a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to each year’s discounted cash flow.

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The weighted-average discount rate for determining the interest cost as of December 31, 2024 and 2023 was 4.6 % and 4.8 %, respectively.

The following table shows the actuarial determined benefit obligation,

interest costs, employee contributions, actuarial (gain)/loss, benefits paid during the periods and the accrued employee benefits (in millions):

The following table provides a summary of the changes in the benefit obligation (in millions):

As of December 31,

Benefit obligation at the end of year

Change in benefit obligation:

Benefit obligation at beginning of year

Interest cost

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( 13 ) ( 13 )

Benefit obligation at the end of year

Funded status

$ ( 116 ) $ ( 129 )

Amounts recognized in the accompanying consolidated balance sheets:

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Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of December 31, 2024 and 2023 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Recurring Fair Value Measurements

Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for the supplemental executive savings plan and SERP.

These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income (see Note 17).

Our debt securities held at certain of our clearing houses for purposes of meeting regulatory capital requirements are primarily U.S.

Treasury securities or other high quality sovereign debt and are measured at fair value using Level 1 inputs with adjustments recorded in net income.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

Our equity investment in D&B (Note 4) was measured at fair value on a recurring basis using Level 2 inputs including the directly observable D&B stock price,

adjusted for a lack of marketability factor associated with the investment.

Our equity investment in D&B (Note 4) was measured at fair value on a recurring basis using Level 2 inputs including the directly observable D&B stock price, adjusted for a lack of marketability factor associated with the investment.

We sold this investment in 2023 and no longer held it as of December 31, 2024.

As described in Note 3, we measured the Promissory Note obtained in connection with the Optimal Blue sale using Level 3 inputs.

The valuation technique used was a discounted cash flow model using key unobservable assumptions included an estimated prepayment rate and a discount rate at the Divestiture Date.

For subsequent measurement as of December 31, 2023, we used a combination of the Level 3 inputs, a prepayment rate of 2 % and discount rate of 30.8 %, and indicative price points from the ongoing Promissory Note sale process resulting in a fair value loss of $ 160 million recorded in other income/(expense), net in the consolidated statements of income.

Increases to the prepayment rate and/or discount rate, in isolation, would result in a decrease in a fair value measurement.

Prior to the Divestiture Date, and excluding the Promissory Note, we did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of December 31, 2023 or 2022.

As described in Note 3, we measured the Promissory Note obtained in connection with the Optimal Blue sale using Level 3 inputs as of December 31, 2023.

The valuation technique used was a discounted cash flow model using key unobservable assumptions included an estimated prepayment rate of 2 %, a discount rate of 30.8 % and indicative price points from the ongoing Promissory Note sale process.

In February 2024, the FTC approved the buyer of the Promissory Note, and we completed the sale of the Promissory Note and received the $ 75 million of proceeds thereafter.

Subsequent to the sale and as of December 31, 2024, we did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis.

See Note 14 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

Non-Recurring Fair Value Measurements

We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis.

These assets are recognized at fair value if they are deemed to be impaired.

During 2022, we evaluated these intangible assets and investments and determined that the value of our equity method investment in Bakkt was impaired using a Level 1 input, which was the publicly-traded closing stock price of Bakkt on December 30, 2022, the last trading day of 2022.

As of December 31, 2023 and 2022, no other intangible assets or equity method investments were required to be recorded at fair value since no other impairments were recorded, except for an impairment on certain trademark intangible assets which is recorded in depreciation and amortization in our consolidated statements of income.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU 2016-01 (see Note 2).

No fair value adjustments were required under our accounting policy election related to these investments (see Note 4) during 2023 or 2022.

See Note 14 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

During 2024, we recorded a $ 3 million impairment of a developed technology intangible asset within the Exchanges segment.

During 2023, we recorded a $ 7 million impairment on certain trademark intangible assets within the Mortgage Technology segment.

During 2022, we determined that the value of our equity method investment in Bakkt was impaired using a Level 1 input, which was the publicly-traded closing stock price of Bakkt on December 30, 2022, the last trading day of 2022.

As of December 31, 2024 and 2023, no other intangible assets or equity method investments were required to be recorded at fair value since no other impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321, Investments - Equity Securities.

During 2024, we recorded a net $ 1 million fair value loss consisting of a $ 3 million fair value loss from impairment separately offset by a $ 2 million fair value gain from identifying an observable price change in one of our investments.

These were recorded within other income/(expense), net, in the consolidated statement of income.

With the exception of the items noted above, no other adjustments were necessary.

As of December 31, 2024, the carrying amount of our investments without readily determinable fair values was $ 104 million.

Financial Instruments Not Measured at Fair Value

The table below displays the fair value of our debt as of December 31, 2024 and December 31, 2023.

The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments.

The fair value of our commercial paper as of December 31, 2023 and 2022 includes a discount and other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of December 31, 2023 and December 31, 2022.

The fair value of our commercial paper was estimated using Level 2 inputs.

The commercial paper includes a discount and fair value was determined to approximate the carrying value due to the short term to maturity.

As of December 31, 2024 As of December 31, 2023

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$ 529 $ 529 $ 1,954 $ 1,954

Other short-term debt

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

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

3.65 % Senior Notes due May 23, 2025

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3.625 % Senior Notes due September 1, 2028

937 960 920 915

3.75 % Senior Notes due September 21, 2028

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1,240 1,081 1,238 1,082

5.25 % Senior Notes due June 15, 2031

1.85 % Senior Notes due September 15, 2032

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985 911 984 1,026

$ 22,613 $ 20,998 $ 18,122 $ 15,779

Total debt $ 20,368 $ 18,020 $ 22,613 $ 20,998

Segment Reporting

Our business is conducted through three reportable business segments, comprised of the following:

• Fixed Income and Data Services:

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

Our Chief Operating Decision Maker, or CODM, is Jeffrey Sprecher, our Chair and Chief Executive Officer.

The CODM uses operating income/(loss) to assess performance and allocate resources for each segment including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation.

The CODM evaluates both budgeted and actual operating income/(loss) and the related growth when assessing performance and making decisions about allocating resources as described above.

The accounting policies of the reportable segments are the same as those described in Note 2.

The information and amounts presented in the tables below align with the segment-level information regularly provided to the CODM.

While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment.

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Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments.

The significant expense categories are other operating expenses, acquisition-related transaction and integration costs and depreciation and amortization.

Other operating expenses include the aggregation of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.

Our chief operating decision maker does not review total assets or statements of income below operating income by segments;

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Our three segments do not engage in intersegment transactions.

During 2023, we reclassified certain revenues within our Mortgage Technology segment that were previously included in other revenues to closing solutions, origination technology and data and analytics revenues.

Closing solutions revenues now include membership dues, and origination technology revenues and data and analytics revenues now include their related professional services revenues.

As of December 31, 2023, other revenues are no longer separately presented.

We believe this is a more accurate reflection of the nature of these revenues.

The impact of this change was not material, and

the prior year periods have been adjusted for comparability.

Additionally, following the acquisition of Black Knight in the third quarter of 2023, we have added servicing software to our Mortgage Technology segment revenues.

Financial data for our business segments is as follows for 2024, 2023 and 2022 (in millions):

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Revenues, less transaction-based expenses 4,959 2,298 2,022 9,279

Other operating expenses 1,063 1,129 1,137 3,329

Depreciation and amortization 260 326 951 1,537

Acquisition-related transaction and integration costs — — 104 104

Operating expenses 1,323 1,455 2,192 4,970

Operating income $ 3,159 $ 811 $ ( 276 ) $ 3,694

Operating income/(loss) $ 3,636 $ 843 $ ( 170 ) $ 4,309

Total other income/(expense), net ( 681 )

Income before income tax expense $ 3,628

Year Ended December 31, 2023

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Revenues, less transaction-based expenses 4,440 2,231 1,317 7,988

Other operating expenses 1,033 1,079 698 2,810

Depreciation and amortization 248 341 626 1,215

Acquisition-related transaction and integration costs — — 269 269

Operating expenses 1,281 1,420 1,593 4,294

Operating income $ 2,862 $ 719 $ 57 $ 3,638

Operating income/(loss) $ 3,159 $ 811 $ ( 276 ) $ 3,694

Total other income/(expense), net ( 800 )

Income before income tax expense $ 2,894

Year Ended December 31, 2022

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Revenues, less transaction-based expenses 4,071 2,092 1,129 7,292

Other operating expenses 968 1,023 539 2,530

Depreciation and amortization 240 349 442 1,031

Acquisition-related transaction and integration costs 1 1 91 93

Operating expenses 1,209 1,373 1,072 3,654

Operating income $ 2,862 $ 719 $ 57 $ 3,638

Revenue from one clearing member of our Exchanges segment comprised $ 541 million or 12 % of our Exchanges revenue, less transaction-based expenses during 2023.

No customers or clearing members accounted for more than 10% of our revenues, less transaction-based expenses during 2022.

Revenue from one member of our Exchanges segment comprised $ 443 million or 11 % of our Exchanges revenue, less transaction-based expenses during 2021.

Clearing members are primarily intermediaries and represent a broad range of principal trading firms.

If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm.

No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues in 2023 or 2021.

Total other income/(expense), net ( 1,830 )

Income before income tax expense $ 1,808

No customer accounted for more than 10% of our consolidated revenues, less transaction-based expenses during 2024, 2023, or 2022.

Geographical Information

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

Changes in the weighted average common shares outstanding between years was primarily due to stock repurchases and the Black Knight acquisition in 2023.

Changes in the weighted average common shares outstanding between years was primarily due to stock repurchases in 2022 and the Black Knight acquisition in 2023.

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

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Except as described below, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

As a result, no corrective actions were taken.

In September 2023, we acquired Black Knight and are in the process of integrating the acquired business into our overall internal control over financial reporting process.

As permitted under applicable regulations, we have excluded Black Knight from our assessment of internal control over financial reporting as of December 31, 2023.

OTHER INFORMATION

The following officers and directors adopted plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

(a) On November 7, 2023 , Judith A.

Sprieser , one of our directors , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,751 shares.

(b) On December 8, 2023 , Douglas A.

(a) On November 20, 2024 , Andrew J.

Surdykowski , our General Counsel , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) January 31, 2026 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 11,080 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Surdykowski's tax withholding obligations.

(b) On November 22, 2024 , Douglas A.

Foley , our SVP , Human Resources & Administration, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

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The plan expires on the earlier of (i) December 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 2,500 shares.

(d) On November 10, 2023 , Benjamin R.

Jackson , our President , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) January 20, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 27,970 shares.

(e) On November 17, 2023 , Lynn C.

Martin , our President , NYSE Group and Chair, ICE Fixed Income & Data Services, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Ms.

Martin's tax withholding obligations.

(f) On December 5, 2023 , Andrew J.

Surdykowski , our General Counsel , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the

Exchange Act.

The plan expires on the earlier of (i) January 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 3,500 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Surdykowski's tax withholding obligations.

(g) On November 13, 2023 , Stuart G.

Gardiner's tax withholding obligations.

(d) On December 4, 2024 , Stuart G.

Williams , our Chief Operating Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) May 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The plan expires on the earlier of (i) December 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

Williams' tax withholding obligations.

(e) On December 5, 2024 , James W.

Namkung , our Chief Accounting Officer , adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) February 28, 2026 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 3,108 shares

plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr.

Namkung's tax withholding obligations.

(f) On December 6, 2024 , Judith A.

The plan expires on the earlier of (i) December 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,654 shares.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and employee stock purchase plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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Name Age Title

68 Chair and Chief Executive Officer

Sprecher 69 Chair and Chief Executive Officer

Warren Gardiner 44 Chief Financial Officer

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Prior to acquiring CPEX, Mr.

Sprecher held a number of positions, including President, over a fourteen-

year period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants.

Sprecher held a number of positions, including President, over a fourteen-year period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants.

While with Western Power, he was responsible for a number of significant financings.

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He is responsible for all aspects of ICE’s finance and accounting functions, treasury, tax, audit and controls and investor relations.

Additionally, Mr.

Gardiner coordinates the Company’s marketing and public relations endeavors.

Gardiner served as VP, Investor Relations from July 2017 to May 2021.

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Prior to 2022, Ms.

King was General Counsel and Corporate Secretary of NYSE Group and, prior to joining ICE in March 2014, Deputy General Counsel and Global Head of Regulatory Affairs at securities trading firm KCG

Holdings, Inc.

King was General Counsel and Corporate Secretary of NYSE Group and, prior to joining ICE in March 2014, Deputy General Counsel and Global Head of Regulatory Affairs at securities trading firm KCG Holdings, Inc.

Before joining KCG, she was Associate Director, Division of Trading and Markets at the SEC, where she was responsible for the SEC’s regulatory program for oversight of the securities markets.

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Martin serves as Chair of Fixed Income & Data Services at ICE, which includes ICE Bonds execution venues, securities pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Additionally, Ms.

Martin coordinates the Company’s marketing and public relations endeavors.

Previously, Ms.

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In addition, he is responsible for the customer service teams and oversees all disaster recovery and business continuity planning and operations.

He also serves on the Commodity Futures Trading Commission Global Markets Advisory Committee.

Previously, Mr.

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We will also provide a copy of the Global Code of Business Conduct to stockholders at no charge upon written request.

Insider Trading Policy

We have adopted the Intercontinental Exchange, Inc.

Global Personal Trading Policy, which governs, among other things, the purchase, sale and/or other disposition of our securities by our directors, officers and employees, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards.

A copy of the Intercontinental Exchange, Inc.

Global Personal Trading Policy is filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION

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Description of Document

2.1 — Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc.

(incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 6, 2022, File No.

2.2 — Amendment No.

1, dated as of March 7, 2023, to the Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc.

(incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on March 7, 2023, File No.

3.1 — Sixth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No.

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4.24 — Indenture among Black Knight InfoServ, LLC, the Guarantors party thereto and Wells Fargo Bank, National Association, dated August 26, 2020 (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No.

4.25 — Form of 3.625% Senior Note s due 2028 of Black Knight InfoServ, LLC (included as an exhibit to the Indenture dated as of August 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No.

4.26* — Description of ICE’s Securities Registered under Section 12 of the Exchange Act.

4.25 — Form of 3.625% Senior Notes due 2028 of Black Knight InfoServ, LLC (included as an exhibit to the Indenture dated as of August 26, 2020) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023, File No.

4.26 — First Supplemental Indenture, dated February 28, 2024, among Black Knight InfoServ, LLC, the guarantors party thereto and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on March 1, 2024, File No.

4.27 — Fifth Supplemental Indenture, dated as of May 13, 2024, between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 13, 2024 , File No.

001-36198 ) .

4.28 — Form of 5.250% Senior Notes due 2031 (included as an exhibit to the Fifth Supplemental Indenture dated as of May 13, 2024) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 13, 2024 , File No.

001-36198 ) .

4.29 — Sixth Supplemental Indenture, dated as of June 5, 2024, between Intercontinental Exchange, Inc.

and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, 2024 , File No.

4.30 — Form of 3.625% Senior Notes due 2028 (included as an exhibit to the Sixth Supplemental Indenture dated as of June 5, 2024) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, 2024 , File No.

001-36198 ) .

4.31 — Registration Rights Agreement, dated as of June 5, 2024, between Intercontinental Exchange, Inc.

and Goldman Sachs & Co.

Morgan Securities LLC and Wells Fargo Securities, LLC, as dealer managers (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, 2024 , File No.

001- 36198 ) .

4.32 — Description of ICE’s Securities Registered under Section 12 of the Exchange Act (inc orporated by reference to Exhibit 4.26 to Intercontinental Exchange, Inc.

's Annual Report on Form 10-K filed with the SEC on February 8, 2024 , File No.

001-36198 ) .

10.1 — Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc.

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Annual Executive Bonus Plan (incorporated by reference to Exhibit 10.9 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

001-36198 ) .

10.8 — Intercontinental Exchange Holdings, Inc.

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2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

10.16 — Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

10.17 — Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No.

10.16 — Form of 2023 Performance-Based Restricted Stock Unit Award Agreement (Deal Incentive Award) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 6, 2023, File No.

10.17* — Form of 2024 Performance-Based Restricted Stock Unit Award Agreement (EBITDA) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

10.18* — Form of 2024 Performance-Based Restricted Stock Unit Award Agreement (3-YEAR EBITDA) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

10.19* — Form of Restricted Stock Award Agreement used with respect to grants of restricted stock units by the Company under the Intercontinental Exchange, Inc.

2022 Omnibus Employee Incentive Plan.

10.20 — Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C.

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10.41 — The Twelfth Amendment, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, and the Eleventh Amendment to Credit Agreement, dated as of May 11, 2022) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No.

10.42 — The Thirteenth Amendment, dated as of May 31, 2024, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2020, the Ninth Amendment to Credit Agreement, dated as of March 8, 2021, the Tenth Amendment to Credit Agreement, dated as of October 15, 2021, the Eleventh Amendment to Credit Agreement, dated as of May 11, 2022, and the Twelfth Amendment to Credit Agreement, dated as of May 25, 2022) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 5, 2024) , File No.

10.43 — Term Loan Credit Agreement, dated as of May 25, 2022, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2022, File No.

19.1* — Intercontinental Exchange, Inc.

Global Personal Trading Policy.

21.1* — Subsidiaries of Intercontinental Exchange, Inc.

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97 — Intercontinental Exchange, Inc.

Mandatory Clawback Policy.

Mandatory Clawback Policy (incorporated by reference to Exhibit 97 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 8, 2024, File No.

101 — The following materials from Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language):

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** Furnished herewith.

These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, or otherwise subject to the liability of that Section.

Such exhibits shall not be deemed

incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.

Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data