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Intercontinental Exchange

Intercontinental ExchangeICEEarnings & Financial Report

NYSE · Financials · Financial Exchanges & Data

Intercontinental Exchange, Inc. (ICE) is an American multinational financial services company formed in 2000 that operates global financial exchanges and clearing houses and provides mortgage technology, data and listing services. Listed on the Fortune 500, S&P 500, and Russell 1000, the company owns exchanges for financial and commodity markets, and operates 12 regulated exchanges and marketplaces. This includes ICE futures exchanges in the United States, Canada, and Europe; the Liffe future...

What changed in Intercontinental Exchange's 10-K — 2024 vs 2025

Top changes in Intercontinental Exchange's 2025 10-K

525 paragraphs added · 507 removed · 403 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

203 edited+64 added−35 removed339 unchanged
In our 12 Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S. residential mortgage loans. Competitors The markets in which we operate are highly competitive.
In our Mortgage Technology segment, we provide customers with a comprehensive suite of technology offerings which we believe are critical to the underwriting, processing, closing and servicing of U.S. residential mortgage loans. 12 Competitors The markets in which we operate are highly competitive.
The processes for calculating and setting margins and financial safeguards is complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances. In addition, from time to time, we may redesign the methodology of the risk models that are utilized to calculate margin.
The processes for calculating and setting margins and financial safeguards are complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances. In addition, from time to time, we may redesign the methodology of the risk models that are utilized to calculate margin.
In addition, the uncertainty related to the transition to clean and renewable energy and away from fossil fuels, including regulatory or legislative changes by the U.S. government with regard to energy policy and related subsidies, incentives or penalties, may negatively impact trading on our markets and have an adverse effect on the activities of our customers or third-party vendors, which could negatively impact our revenues.
In addition, the uncertainty related to the transition to clean and renewable energy and away from fossil fuels, including regulatory, legislative or policy changes by the U.S. government with regard to energy policy and related subsidies, incentives or penalties, may negatively impact trading on our markets and have an adverse effect on the activities of our customers or third-party vendors, which could negatively impact our revenues.
Operational and Liquidity • Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and services. • Our business has in the past been, and may in the future be, harmed by computer and communication systems failures and delays. • An interruption or cessation of an important service, data or content supplied by any third party, or the loss of an exclusive license, could have a material adverse effect on our business. 19 • Our emerging technology initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results. • Our success largely depends on key personnel, including our senior management, and having adequate succession plans in place.
Operational and Liquidity • Our systems and those of our third-party service providers are vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our customers unable or reluctant to use our electronic platforms or other products and services. • Our business has in the past been, and may in the future be, harmed by computer and communication systems failures and delays. • An interruption or cessation of an important service, data or content supplied by any third party, or the loss of an exclusive license, could have a material adverse effect on our business. • Our emerging technology initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results. • Our success largely depends on key personnel, including our senior management, and having adequate succession plans in place.
Factors that are particularly likely to affect trading volumes include: • weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas; • war, acts of terrorism and any unforeseen market closures or disruptions in trading; • political developments impacting international trade, including trade disputes and increased tariffs, particularly between the U.S. and China, Canada or Mexico and imposition of protectionist measures; • real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources; and • credit quality of market participants, the availability of capital and the levels of assets under management.
Additional factors that are particularly likely to affect trading volumes include: • weather conditions including hurricanes and other significant events, natural and unnatural disasters like large oil spills that impact the production of commodities and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas; • war, acts of terrorism and any unforeseen market closures or disruptions in trading; • political developments impacting international trade, including trade disputes and increased tariffs, particularly between the U.S. and China, Canada or Mexico and imposition of protectionist measures; • real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources; and • credit quality of market participants, the availability of capital and the levels of assets under management.
Given our prominence in the global financial industry and the location of many of our properties and personnel in U.S., U.K. and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.
Given our prominence in the global financial industry and the location of many of our properties and personnel in U.S., U.K. and European financial centers, including Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target, or an indirect casualty, of attacks by terrorists or terrorist organizations, or other extremist organizations or individuals that employ threatening or harassing means to achieve their social or political objectives.
These developments could impact our profitability in the affected jurisdictions, or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions, or could cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving all or certain of our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors.
These developments could impact our profitability in the affected jurisdictions, or even make it uneconomical for us to continue to conduct all or certain of our businesses in such jurisdictions, or could cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving all or certain of 29 our businesses and our employees to other jurisdictions, including liquidating assets or raising capital in a manner that adversely increases our funding costs or otherwise adversely affects our stockholders and creditors.
For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy, mortgage lending volume decreased substantially. Although this trend has stalled or partially reversed at times in 2023 and 2024, it could continue in the future, meaning we could see a further decline in mortgage origination volumes.
For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy, mortgage lending volume decreased substantially. Although this trend has stalled or partially reversed at times in 2023, 2024 and 2025, it could continue in the future, meaning we could see a further decline in mortgage origination volumes.
Department of Homeland Security and the U.S. Department of Treasury. 16 Regulatory Changes Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers’ businesses. Our key areas of focus on these evolving efforts are: • Increased Bank Capital Requirements.
Department of Homeland Security and the U.S. Department of Treasury. Regulatory Changes Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers’ businesses. Our key areas of focus on these evolving efforts are: • Increased Bank Capital Requirements.
See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices. 20 In addition, U.S. trade and diplomatic tensions, including trade disputes and tariffs as well as U.S. government policies toward China and Chinese government policies toward the U.S., are likely to impact our existing business and future opportunities.
See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices. In addition, U.S. trade and diplomatic tensions, including trade disputes and tariffs as well as U.S. government policies toward China and Chinese government policies toward the U.S., are likely to impact our existing business and future opportunities.
Any of these factors could adversely affect our business, reputation or operating results. Our success largely depends on key personnel, including our senior management, and having adequate succession plans in place. We may not be able to attract, retain and develop the highly skilled employees we need to support our business, which could harm our business.
Any of these factors could adversely affect our business, reputation or operating results. 36 Our success largely depends on key personnel, including our senior management, and having adequate succession plans in place. We may not be able to attract, retain and develop the highly skilled employees we need to support our business, which could harm our business.
The costs and resources required to investigate any allegations could be material, and we may still be required to pay damages to or make unexpected large settlement payments to these data and content suppliers, which could also give rise to reputational harm. 32 We are subject to significant litigation and liability risks, including enforcement actions by our regulators.
The costs and resources required to investigate any allegations could be material, and we may still be required to pay damages to, or make unexpected large settlement payments to, these data and content suppliers, which could also give rise to reputational harm. We are subject to significant litigation and liability risks, including enforcement actions by our regulators.
Further, as a critical third-party service provider in the mortgage industry, we are subject to supervision and examination by certain regulators, which has resulted, and will continue to result, in additional operating costs. 28 There is ongoing public concern regarding data privacy and data protection in many jurisdictions in which ICE operates.
Further, as a critical third-party service provider in the mortgage industry, we are subject to supervision and examination by certain regulators, which has resulted, and will continue to result, in additional operating costs. There is ongoing public concern regarding data privacy and data protection in many jurisdictions in which ICE operates.
These include the ability of the FCA to compel continued administration of ICE Swap Rate for up to 10 years if the administrator intends to cease providing the benchmark, to impose changes in the way the benchmark is determined if the FCA believes the benchmark is unrepresentative or its representativeness is at risk and to apply prohibitions and restrictions on the use of the benchmark in certain circumstances.
These include the ability of the FCA to compel continued administration of ICE Swap Rate for up to 10 years if the administrator intends to cease providing the benchmark, to impose changes in the way the benchmark is determined if the FCA believes the benchmark is unrepresentative or its representativeness is at risk and to apply prohibitions and restrictions on the use of 32 the benchmark in certain circumstances.
Market acceptance of artificial intelligence technologies is uncertain, and we may be unsuccessful in our product development efforts. Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage, defamation, data privacy and cybersecurity, among others.
Market acceptance of artificial intelligence technologies is uncertain, and we may be unsuccessful in our product development efforts. Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, transparency, bias, discrimination, intellectual property infringement, misappropriation or leakage, defamation, data privacy and cybersecurity, among others.
The market and mortgage data subscriptions and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including: • adverse market conditions that curtail the addition of new customers or cause a decrease in purchases by our existing customers for our subscription-based products and services; • weakness in the macroeconomic environment that causes our customers to delay or cancel existing orders or subscriptions; • cost-cutting pressures across the industry or a decrease in demand for our subscription-based products and services that lead to a reduction in price; • consolidation in our markets or the markets of our customers that results in a reduction in the number of market participants; • a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading; • regulatory or legislative changes impacting our business, our customers and financial markets; • political uncertainty and discord could negatively impact us if we are viewed as taking a political stance that is contrary to our customers’ beliefs or principles; • the impact of climate change and the impact of, and uncertainty related to, the transition to renewable energy and away from fossil fuels, including regulatory or legislative changes; • a prolonged decrease in volatility in the financial markets; • heightened capital and margin requirements or mandated reductions in leverage resulting from new regulations; • defaults by clearing or exchange members or the inability of participants to pay out contractual obligations; • changes to our contract specifications that are not viewed favorably by our market participants; or • reduced access to, or availability of, capital required to fund trading activities.
The market and mortgage data subscriptions and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including: • adverse market conditions that curtail the addition of new customers or cause a decrease in purchases by our existing customers for our subscription-based products and services; • weakness in the macroeconomic environment that causes our customers to delay or cancel existing orders or subscriptions; • cost-cutting pressures across the industry or a decrease in demand for our subscription-based products and services that lead to a reduction in price; • consolidation in our markets or the markets of our customers that results in a reduction in the number of market participants; 21 • a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading; • regulatory or legislative changes impacting our business, our customers and financial markets; • political uncertainty and discord could negatively impact us if we are viewed as taking a political stance that is contrary to our customers’ beliefs or principles; • the impact of climate-related risks and the impact of, and uncertainty related to, the transition to renewable energy and away from fossil fuels, including regulatory or legislative changes; • a prolonged decrease in volatility in the financial markets; • heightened capital and margin requirements or mandated reductions in leverage resulting from new regulations; • defaults by clearing or exchange members or the inability of participants to pay out contractual obligations; • changes to our contract specifications that are not viewed favorably by our market participants; or • reduced access to, or availability of, capital required to fund trading activities.
Pandemic and public health-related restrictions could also impact third-party providers' abilities to meet their contractual obligations to us and impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so, adversely affect our operations, business, financial condition or results of operations.
Pandemic and public health-related restrictions could also impact third-party providers' abilities to meet their contractual 28 obligations to us and impact on our customers’ businesses, risk management needs and ability to trade, and, to the extent they do so, adversely affect our operations, business, financial condition or results of operations.
MiFID II, and EU Markets in Financial Instruments Directive II, or EU MiFID II, the U.K BMR and the EU Benchmarks Regulation, or EU BMR, including each such regulation as incorporated into U.K. law, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability.
MiFID II, and EU Markets in Financial Instruments Directive II, or EU MiFID II, the U.K BMR and the EU BMR, including each such regulation as incorporated into U.K. law, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability.
We have been, and may in the future be, subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence or based on other theories of liability, in each case relating to the data, articles, commentary, ratings, information or other content we distribute in our financial data services.
We have been, and may in the future be, subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence or based on other theories of liability, in each case relating to the data, articles, commentary, ratings, information or other content we distribute in our financial data services business.
Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all. We are a holding company and depend on our subsidiaries for dividends, distributions and other payments. We are a legal entity separate and distinct from our operating subsidiaries.
Further, we cannot assure you that any such financing or equity investments will be available with terms that will be favorable to us, or available at all. 39 We are a holding company and depend on our subsidiaries for dividends, distributions and other payments. We are a legal entity separate and distinct from our operating subsidiaries.
If we were unable to obtain such licenses, we may not be able to redesign our products or services at a reasonable cost to avoid infringement, which could materially adversely affect our business, financial condition and operating results. ITEM 1 (B). UNRESOLVED STAFF COMMENTS None. 39 ITEM 1 (C).
If we were unable to obtain such licenses, we may not be able to redesign our products or services at a reasonable cost to avoid infringement, which could materially adversely affect our business, financial condition and operating results. ITEM 1 (B). UNRESOLVED STAFF COMMENTS None. ITEM 1 (C).
The CSS outlines the key priorities for our cybersecurity program and the methods by which our Information Security department seeks to accomplish those goals. • Governance and Leadership: Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.
The CSS outlines the key priorities for our cybersecurity program and the methods by which our Information Security department seeks to accomplish those goals. • Governance and Leadership: Our Board of Directors is responsible for overseeing our risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.
The CSS also provides for the deployment of external and internal teams of ethical hackers that operate alongside our traditional vulnerability detection processes. • Information Sharing : We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when appropriate.
The CSS also provides for the deployment of external and internal teams of ethical hackers that operate alongside our traditional vulnerability detection processes. • Information Sharing : We recognize the importance of collaboration and information sharing among private sector firms in the financial services sector, across sectors, and with global public-sector agencies, when 41 appropriate.
In addition, given the increasing complexity and sophistication of the techniques used to obtain unauthorized access or disable or degrade systems, a cyberattack could occur and persist for an extended period of time before being detected, and we may not anticipate these acts or respond adequately or timely.
In addition, given the increasing complexity and sophistication of the techniques used to obtain unauthorized access or disable or degrade systems, a cyberattack could occur and persist for an extended period of time before being detected, and we may not anticipate 34 these acts or respond adequately or timely.
For example, our in-office requirements, as well as the location of our offices, and our remote working arrangements may not meet the needs or expectations of our employees, including senior management or other key employees, or may not be viewed as competitive, which could negatively impact our ability to attract and retain highly skilled employees.
For example, our in-office requirements, as well as the location of our offices, and our limited remote working arrangements may not meet the needs or expectations of our employees, including senior management or other key employees, or may not be viewed as competitive, which could negatively impact our ability to attract and retain highly skilled employees.
In addition, certain authorities, including those in the U.S., the U.K. and the EU, have issued consultations to gather feedback on index provider businesses or are undertaking reviews of current regulations. The results of these consultations or reviews may lead to a regulatory response that could affect our business.
In addition, certain authorities, including those in the U.K. and the EU, have issued consultations to gather feedback on index provider businesses or are undertaking reviews of current regulations. The results of these consultations or reviews may lead to a regulatory response that could affect our business.
We currently compete with: 36 • regulated, diversified futures exchanges that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange; • exchanges offering listing and trading of cash equities, ETFs, closed-end funds and other structured products similar to those offered by us; • market and mortgage data and information vendors, and financial firm consortia and single financial institutions selling such data and information; • providers of digital solutions for the U.S. residential mortgage industry, including technology providers for loan origination, closing solutions and other ancillary solutions, and loan servicing; • interdealer brokers active in the global credit derivatives markets; • existing and newly formed electronic trading platforms, service providers and exchanges, some of which may utilize block chain technology or do not receive the same regulatory scrutiny as established market places; • other clearing houses; and • consortia of our customers, members or market participants that may work together to achieve more favorable terms or pool their trading activity to establish new exchanges, trading platforms or clearing facilities.
We currently compete with: • regulated, diversified futures exchanges that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange; 37 • existing and newly formed exchanges offering listing and trading of cash equities, options, ETFs, closed-end funds and other structured products similar to those offered by us; • market and mortgage data and information vendors, and financial firm consortia and single financial institutions selling such data and information; • providers of digital solutions for the U.S. residential mortgage industry, including technology providers for loan origination, closing solutions and other ancillary solutions, and loan servicing; • interdealer brokers active in the global credit derivatives markets; • existing and newly formed electronic trading platforms, service providers and exchanges, some of which may utilize block chain technology or do not receive the same regulatory scrutiny as established market places; • other clearing houses; and • consortia of our customers, members or market participants that may work together to achieve more favorable terms or pool their trading activity to establish new exchanges, trading platforms or clearing facilities.
Accordingly, it is possible that we would be materially and adversely affected in the event of one or more significant defaults. We have contributed our own capital, or ‘Skin in the Game’, to the front of the guaranty fund of each of the clearing houses that could be used in the event of a default.
Accordingly, it is possible that we would be materially and adversely affected in the event of one or more significant defaults. We have contributed our own capital, or ‘Skin in the Game’, to the front of the guaranty fund of each of the 24 clearing houses that could be used in the event of a default.
While we operate an Information Security program that is designed to prevent, detect, track and mitigate cyber incidents and that has detected and mitigated such incidents in the past, we cannot assure you that these measures will be sufficient to protect our business against future attacks.
While we operate an Information Security program that is designed to prevent, detect, track and mitigate cyber incidents and that has detected and mitigated such incidents in the past, we cannot assure you that these measures will be sufficient to identify and protect our business against future attacks.
Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in the Middle East have had and could in the future have a negative impact on our business.
Government interventions related to the energy crisis resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap), sanctions, or interventions that may be proposed in the future related to the Russia-Ukraine conflict or the conflict in the Middle East have had and could in the future have a negative impact on our business.
Furthermore, there could also be an adverse effect on our mortgage data revenues if our use of such data were restricted through regulation. Separately, our European exchanges are currently authorized to sell trade information on a non-discriminatory basis at a reasonable cost.
Furthermore, there could also be an adverse effect on our mortgage data revenues if our use of such data were restricted through regulation. 31 Separately, our European exchanges are currently authorized to sell trade information on a non-discriminatory basis at a reasonable cost.
Our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for use in our products and services or for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.
In addition, our third-party data suppliers perform audits on us from time to time in the ordinary course of business to determine if data we license for use in our products and services or for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement.
Additionally, we actively strive to cultivate a work environment that encourages conversations across and within teams to provide informal and real-time feedback loops at all levels. Employee Development Employee development is an important element of our human capital management program.
Additionally, we actively strive to cultivate a work environment that encourages conversations across and within teams to provide informal and real-time feedback loops at all levels. 10 Employee Development Employee development is an important element of our human capital management program.
We depend on a number of suppliers, such as online service providers, hosting service and software providers, data processors, data centers, software and hardware vendors, banks, local and regional utility providers, and telecommunications companies for elements of our trading, clearing, data services, mortgage technology applications and other systems.
We depend on a number of suppliers, such as online service providers, hosting service and software providers, data processors, data centers, software and hardware vendors, banks, local and regional utility providers, and 35 telecommunications companies for elements of our trading, clearing, data services, mortgage technology applications and other systems.
Separately, ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event that a direct participant of the ICE NGX clearing house, or Contracting Party, defaults. 6 Our contributions to each clearing house as of December 31, 2024 are listed below and our clearing houses are referred to herein collectively as “the ICE Clearing Houses”: Clearing House Products Cleared Location Exchange where Executed Reporting Segment ICE's Contribution ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts U.K.
Separately, ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event that a direct participant of the ICE NGX clearing house, or Contracting Party, defaults. 6 Our contributions to each clearing house as of December 31, 2025 are listed below and our clearing houses are referred to herein collectively as “the ICE Clearing Houses”: Clearing House Products Cleared Location Exchange where Executed Reporting Segment ICE's Contribution ICE Clear Europe Energy, agricultural, interest rates and equity index futures and options contracts U.K.
In our Mortgage Technology segment, our origination technology network acts as a system of record for mortgage transactions, automating the gathering, reviewing, and verifying of mortgage-related information, that in addition to other benefits, is intended to enable automated enforcement of rules and business practices that are designed to adhere to secondary market standards. • Broad Distribution: We operate multiple trading venues, including 13 regulated exchanges, as well as 6 clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East.
In our Mortgage Technology segment, our origination technology network acts as a system of record for mortgage transactions, automating the gathering, reviewing, and verifying of mortgage-related information, that in addition to other benefits, is intended to enable automated enforcement of rules and business practices that are designed to adhere to secondary market standards. • Broad Distribution: We operate multiple trading venues, including 13 regulated exchanges, as well as six clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., EU, Canada, Asia Pacific and the Middle East.
Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks 31 or risks to our reputation, and could have an adverse impact on our business, financial condition and operating results.
Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks or risks to our reputation, and could have an adverse impact on our business, financial condition and operating results.
Any such attacks could result in reputational damage, cause system failures or delays that could cause us to lose customers, cause us to experience lower current and future trading volumes or incur significant liabilities or have a negative impact on our competitive position.
Any such attacks could result in reputational damage, cause system failures or delays that could cause us to lose customers, cause us to experience lower current and future trading volumes or incur significant liabilities or have a negative impact on our competitive position or reputation.
Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features 35 or functionality, or cost, to our offerings, or could negatively impact our business by causing our clients to rely less on our products and services.
Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features or functionality, or cost, to our offerings, or could negatively impact our business by causing our clients to rely less on our products and services.
Changes to existing laws or regulations or adoption of new laws or regulations that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions.
Changes to existing laws, regulations or policies, or the adoption of new laws, regulations or policies that affect the residential mortgage industry could reduce residential mortgage volume or otherwise limit the ability of users and participants of our mortgage technology services to operate their businesses, resulting in decreased usage of our solutions.
If adopted, certain of our offerings could be subject to increased regulation and oversight by the FCA. In each instance, our ESG data products and services may be subject to additional 29 regulation and may require authorization and supervision by the relevant regulator, which could result in additional operating costs.
If adopted, certain of our offerings could be subject to increased regulation and oversight by the FCA. In each instance, our ESG data products and services may be subject to additional regulation and may require authorization and supervision by the relevant regulator, which could result in additional operating costs.
If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets 22 could be jeopardized.
If any of these unfavorable conditions were to persist over a lengthy period of time and trading volumes were to decline substantially and for a long enough period, the critical mass of transaction volume necessary to support viable markets could be jeopardized.
Matters relating to such trading events can also result in reviews, inspections, examinations and investigations by our regulators, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions .
Matters relating to such trading events can also result in reviews, inspections, examinations and investigations by our regulators, any of 33 which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions .
We also have in the past, and could in the future, be required to pay damages if we are found to infringe intellectual property rights held by others, which could materially adversely affect our business, financial condition and operating results.
We also have in the past, and could in the future, be required to pay damages if we are found to 40 infringe intellectual property rights held by others, which could materially adversely affect our business, financial condition and operating results.
We monitor voluntary attrition rates carefully, and over the past three years, our attrition rates have remained lower than the benchmarks in the finance and technology sectors. We review this data frequently and transparently report this information to our stakeholders via our Sustainability Report.
We monitor voluntary attrition rates carefully, and over the past three years, our attrition rates have remained lower than the benchmarks in the finance and technology sectors. We review this data frequently and transparently report this information to our stakeholders via our sustainability website.
NYSE Arca Options and NYSE American Options face considerable competition in the equity options markets; their principal U.S. competitors are Nasdaq, Inc., or Nasdaq, and Cboe Global Markets, Inc., or Cboe. • For corporate listings in the U.S., competitors include, but are not limited to, Nasdaq. For ETF listings, competitors included, but are not limited to, Nasdaq and Cboe.
NYSE Arca Options and NYSE American Options face considerable competition in the equity options markets; their principal U.S. competitors are Nasdaq, Inc., or Nasdaq, and Cboe Global Markets, Inc., or Cboe. • For corporate listings in the U.S., competitors include, but are not limited to, Nasdaq. For ETF listings, competitors include, but are not limited to, Nasdaq and Cboe.
EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU 17 market, or exported from it.
EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it.
From an operational perspective, the 27 spread of COVID-19 resulted, and the emergence of a new pandemic or other health emergency could in the future result, in temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.
From an operational perspective, the spread of COVID-19 resulted, and the emergence of a new pandemic or other health emergency could in the future result, in temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.
Further, strategic initiatives that have historically been successful may not continue to be successful due to competitive threats, changing market conditions or the inability for the parties to extend the relationship into the future.
Further, strategic initiatives that have historically been successful may not continue to be successful due to changing financial or market conditions, competitive threats, or the inability for the parties to extend the relationship into the future.
If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, delete or modify our confidential information or that of a third party.
If anyone gains improper access to our electronic platforms, networks or databases, they may be able to steal, publish, misappropriate, delete or modify our confidential information or that of a third party.
We also believe our data services are uniquely relevant to our clients’ business operations and provide tools and services that enable greater workflow efficiency and, regardless of market conditions, are relied upon to serve the need for continuous information and analysis. – In our Exchanges segment, we offer proprietary real-time and historical pricing data, as well as order book and transaction information related to our global futures markets and the NYSE.
We also believe our data services and highly differentiated proprietary data are uniquely relevant to our clients’ business operations and provide tools and services that enable greater workflow efficiency and, regardless of market conditions, are relied upon to serve the need for continuous information and analysis. – In our Exchanges segment, we offer proprietary real-time and historical pricing data, as well as order book and transaction information related to our global futures markets and the NYSE.
Revenues also include interest income on certain clearing margin deposits related to our CDS clearing business. • Fixed Income Data and Analytics: We are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.
Revenues also include interest income on certain clearing margin deposits related to our CDS clearing business. • Fixed Income Data and Analytics: We are a leading provider of end-of-day and continuous evaluated pricing services on over three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities as well as leveraged loans.
The adoption of new laws or regulations or changes in regulations or enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.
The adoption of new laws or regulations, changes in governmental policies or changes in regulations or enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.
For example, there have been discussions in various jurisdictions around financial transaction or digital service tax frameworks as well as global minimum corporate income tax rates.
For example, there have been discussions in various jurisdictions around financial transaction or digital service tax frameworks as well as global 30 minimum corporate income tax rates.
Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk. In our Fixed Income and Data Services segment, we provide mission critical price transparency for nearly three million fixed income securities globally.
Our clearing houses are designed to protect the financial integrity of our markets by maintaining strong governance and rules, managing collateral, facilitating payments and collections, enhancing capital efficiency and limiting counterparty credit risk. In our Fixed Income and Data Services segment, we provide mission critical price transparency for over three million fixed income securities globally.
Our networks and those of our customers, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.
Our networks and those of our customers, third-party service providers and external market infrastructures may be vulnerable to compromise, unauthorized access, security technology failure, malware, social engineering, deepfake scams, denial of service attacks, terrorism, ransomware attacks, supply chain attacks, firewall or encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.
Negative publicity regarding our company, especially given the speed with which false information can spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.
Negative publicity regarding our company, especially given the speed with which false information can spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, regulatory compliance, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.
For example, our data service offerings have benefited from a high renewal rate in its subscription-based services, but we cannot assure you that this will continue. We also cannot assure you that we will be able to continue to expand our product offerings, modify the pricing for our products or retain our current customers or attract new customers.
For example, our data service offerings have benefited from a high renewal rate in their subscription-based services, but we cannot assure you that this will continue. We also cannot assure you that we will be able to continue to expand our product offerings, modify the pricing for our products or retain our current customers or attract new customers.
ICE Bonds provides customers with electronic markets that support multiple fixed income trading protocols including: click-to-trade, request for quotation, or RFQ, and auctions, including portfolio auctions/trading. • CDS Clearing: ICE Clear Credit currently supports Single Names CDS on over 670 reference entities and over 180 Index CDS instruments.
ICE Bonds provides customers with electronic markets that support multiple fixed income trading protocols including: click-to-trade, request for quotation, or RFQ, and auctions, including portfolio auctions/trading. • CDS Clearing: ICE Clear Credit currently supports Single Names CDS on over 700 reference entities and over 180 Index CDS instruments.
We regularly evaluate our existing operations, service capacity and business efficiencies and, as a result of such evaluations, we may undertake strategic 25 initiatives outside of and within our businesses. We may not be successful in executing on our strategies to support our growth organically or through acquisitions, other investments or strategic alliances.
We regularly evaluate our existing operations, service capacity and business efficiencies and, as a result of such evaluations, we may undertake strategic 26 initiatives outside of and within our businesses. We may not be successful in executing on our strategies to support our growth organically or through acquisitions, other investments or strategic alliances.
We maintain incident and crisis management plans that address responses to disruptive events at any of our locations worldwide. Cybersecurity Our business is susceptible to cyberattacks due to our reliance on technology and software used by us and third parties, as well as due to our use and retention of confidential data.
We maintain incident and crisis management plans that are designed to address responses to disruptive events at any of our locations worldwide. Cybersecurity Our business is susceptible to cyberattacks due to our reliance on technology and software used by us and third parties, as well as due to our use and retention of confidential data.
We operate 6 clearing houses, each of which acts as a central counterparty, or CCP, that, for its clearing members, becomes the buyer to every seller and the seller to every buyer. Through this CCP function, our clearing houses provide financial security for each transaction, for the duration of the position, by limiting counterparty credit risk.
We operate six clearing houses, each of which acts as a central counterparty, or CCP, that, for its clearing members, becomes the buyer to every seller and the seller to every buyer. Through this CCP function, our clearing houses provide financial security for each transaction, for the duration of the position, by limiting counterparty credit risk.
The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients. The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation.
The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients. The Federal Reserve also proposed to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation.
Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel, which remains in place and impacts our businesses and those of our clients. There may be additional regulatory changes forthcoming and additional impacts to our business.
Additionally, in December 2022, a coalition of various nations set the price of Russian crude oil at or below $60 a barrel, which remains in place and continues to impact our businesses and those of our clients. There may be additional regulatory changes forthcoming and additional impacts to our business.
Any failure to remain abreast of industry standards in technology and to be responsive to client preferences could cause our market share to decline and negatively impact our results. 37 Damage to our reputation could damage our business. Our business is highly competitive and our customers have options on where to conduct their business.
Any failure to remain abreast of industry standards in technology and to be responsive to client preferences could cause our market share to decline and negatively impact our results. 38 Damage to our reputation could damage our business. Our business is highly competitive and our customers have options on where to conduct their business.
Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.
Our cybersecurity leadership team, in concert with our ERM team, assesses threats and risks at least annually through the Enterprise Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.
The FSMA 2023 expands the U.K.’s existing resolution regime for CCPs and enables the BOE to take full control of a CCP when necessary without relying on its existing powers, and permits the BOE to use a number of tools without reliance on the CCP’s rulebook.
The FSMA 2023 expands the U.K.’s existing resolution regime for CCPs and enables the BOE to take full control of a CCP when necessary without relying on its existing powers, and permits the BOE to use a number of tools without reliance on the CCPs' rulebook.
We also provide connectivity services directly related to those exchange platforms and clearing houses. – In our Fixed Income and Data Services segment, we are a leading provider of end-of-day and continuous evaluated pricing services on nearly three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.
We also provide connectivity services directly related to those exchange platforms and clearing houses. 11 – In our Fixed Income and Data Services segment, we are a leading provider of end-of-day and continuous evaluated pricing services on over three million fixed income securities spanning approximately 150 countries and 80 currencies including sovereign, corporate and municipal bonds, mortgage and asset-backed securities, as well as leveraged loans.
In addition, we have contributed $370 million of our own cash to the guaranty funds which is one component of the table below, and such amounts are at risk and could be used in the event of a clearing member default.
In addition, we have contributed $381 million of our own cash to the guaranty funds, which is one component of the table below, and such amounts are at risk and could be used in the event of a clearing member default.
We face competition in all aspects of our business from a number of different enterprises, both domestic and international, including traditional exchanges, electronic trading platforms, investment banks, data vendors, voice brokers, and mortgage and other technology providers.
We face competition in all aspects of our business from a number of different enterprises, both domestic and international, including traditional exchanges and new entrants, electronic trading platforms, investment banks, data vendors, voice brokers, and mortgage and other technology providers.
In addition, ICE Benchmark Administration Limited, or IBA, applies the IOSCO Principles for Financial Benchmarks to its indices and is authorized and regulated by the FCA for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K. BMR.
In addition, 16 ICE Benchmark Administration Limited, or IBA, applies the IOSCO Principles for Financial Benchmarks to its regulated benchmarks and is authorized and regulated by the FCA for the regulated activity of administering a benchmark and is authorized as a benchmark administrator under the U.K. BMR.
In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending volume or an increase in mortgage foreclosure volume, have in the past increased our costs or had an adverse effect on our revenues and may do so in the future.
In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending volume or an increase in mortgage foreclosure volume, have in the past increased our costs or had an adverse effect on our revenues, and may continue to do so in the future.
We also have default insurance that resides after and in addition to the ICE Clear Credit, ICE Clear Europe, and ICE Clear U.S. ‘Skin in the Game’ contributions to the default waterfalls of each of the clearing houses and before the guaranty fund contributions of the non-defaulting clearing members.
We also have default insurance that resides after and in addition to the ICE Clear Credit (for CDS clearing), ICE Clear Europe, and ICE Clear U.S. ‘Skin in the Game’ contributions to the default waterfalls of each of the clearing houses and before the guaranty fund contributions of the non-defaulting clearing members.
In addition, our multi-asset class connectivity, feeds and desktop solutions, which comprise our Other Data and Network Services business, leverage a common sales force, which can enhance cross-selling opportunities across the Fixed Income and Data Services segment.
In addition, our multi-asset class connectivity, feeds and desktop solutions, which comprise our Data and Network Technology business, leverage a common sales force, which can enhance cross-selling opportunities across the Fixed Income and Data Services segment.
We developed core technology and architecture known as NYSE Pillar and have migrated all our Cash Equity Securities markets, Security Information Processor, or SIP, and Options Price Reporting Authority, or OPRA, NYSE Amex Options and Arca Options platforms to this architecture.
We developed core technology and architecture known as NYSE Pillar and have migrated all our Cash Equity Securities markets, Security Information Processor, or SIP, and Options Price Reporting Authority, or OPRA, NYSE American Options and Arca Options platforms to this architecture.
As national securities exchanges, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Chicago must comply with, and enforce compliance by their members with, the Securities Exchange Act of 1934, or the Exchange Act. 15 • We operate a U.S.-based execution-oriented market for the trading of securities that are not exchange-listed (OTC securities) as an ATS by our SEC-registered broker-dealer, Archipelago Trading Services.
As national securities exchanges, NYSE, NYSE Arca, NYSE American, NYSE National and NYSE Texas must comply with, and enforce compliance by their members with, the Securities Exchange Act of 1934, or the Exchange Act. • We operate a U.S.-based execution-oriented market for the trading of securities that are not exchange-listed (OTC securities) as an ATS by our SEC-registered broker-dealer, Archipelago Trading Services.
Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, resulting in litigation, regulatory action and potential liability for us, damaging our brand and reputation or otherwise harming our business.
Breaches of our cybersecurity measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, including the potential loss or disclosure of such information or data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, which could result in litigation, regulatory action and potential liability for us, damaging our brand and reputation or otherwise harming our business.
We believe our key strengths include our: 11 • Data Services: Across all three of our segments and our various networks, our data services aim to address the rising demand for independent, real-time information, which is being driven by regulation, market fragmentation and competition, increasing technology and data demands, increasing automation, as well as passive investing and indexation.
We believe our key strengths include our: • Data Services: Across all three of our segments and our various networks, our data services aim to address the rising demand for independent, real-time information, which is being driven by regulation, market fragmentation and competition, increasing technology and data demands, artificial intelligence, increasing automation, as well as passive investing and indexation.
To mitigate this risk, our clearing houses currently apply a discount or “haircut” to the market values for all sovereign securities held as margin or guaranty fund contributions; however, market conditions could change more quickly than we adjust the amount of the haircuts and the haircuts could be insufficient in the event of a sudden market event.
To mitigate this risk, our clearing houses currently apply a discount or “haircut” to the market values for all sovereign securities held as margin or guaranty fund contributions; however, market conditions could change more quickly than we expect, and we may be unable to adjust the amount of the haircuts or the haircuts could be insufficient in the event of a sudden market event.
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 2025 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.

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Item 2. Properties

Properties — owned and leased real estate

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Location Owned/Leased Lease Expiration Approximate Size 5660 New Northside Drive Atlanta, Georgia Owned N/A 273,000 sq. ft. 5680 New Northside Drive Atlanta, Georgia Owned N/A 97,000 sq. ft. 11 Wall Street New York, New York Owned N/A 370,000 sq. ft. Basildon, U.K. Owned N/A 539,000 sq. ft. 601 Riverside Avenue Jacksonville, FL Owned N/A 327,000 sq. ft.
Location Owned/Leased Lease Expiration Approximate Size 5660 New Northside Drive Atlanta, Georgia Owned N/A 273,000 sq. ft. 5680 New Northside Drive Atlanta, Georgia Owned N/A 97,000 sq. ft. 11 Wall Street New York, New York Owned N/A 370,000 sq. ft. 4800 - 4804 Deer Lake Drive Jacksonville, FL Owned N/A 577,000 sq. ft.
Generally, our properties are not earmarked for use by a particular business segment. Our principal offices consist of the properties described below.
ITEM 2. PROPERTIES Our headquarters and principal executive offices are located in Atlanta, Georgia and New York, New York. The headquarters of our ICE Mortgage Technology segment is located in Jacksonville, Florida. Generally, our properties are not earmarked for use by a particular business segment. Our principal offices consist of the properties described below.
In addition to the above, we currently lease an aggregate of nearly 680,000 square feet of data center, administrative, sales and disaster preparedness facilities in various cities around the word. We believe that our facilities are adequate for our current operations and that we will be able to obtain additional space as and when it is needed. 41
We believe that our facilities are adequate for our current operations and that we will be able to obtain additional space as and when it is needed.
Our New York headquarters are located at 11 Wall Street, where we occupy 370,000 square feet of office space in a building we own. In total, we maintain approximately 3.4 million square feet in offices primarily throughout the U.S., U.K., and India, with smaller offices located throughout the world.
We maintain a global portfolio of approximately 250,000 square feet of leased and owned production, non-production and disaster recovery facilities. In total, we maintain approximately 4.0 million square feet in offices primarily throughout the U.S., U.K., and India, with smaller offices located throughout the world.
Removed
ITEM 2. PROPERTIES Our intellectual property is described under the heading in Item 1 “- Business -Technology” and "-Business-Intellectual Property." In addition to our intellectual property, our other primary assets include buildings, computer equipment, corporate aircraft, software, and internally developed software. We own an array of computers and related equipment.
Removed
Our headquarters and principal executive offices are located in Atlanta, Georgia and New York, New York. We currently occupy 370,000 square feet of office space in Atlanta in two buildings that we own that serve as our Atlanta headquarters.
Removed
Skyview Tower Hyderabad, India Leased 2025 - 2029 442,000 sq. ft. Mahwah, New Jersey Leased 2029 396,000 sq. ft. 1345 6th Avenue New York, New York Leased 2040 143,000 sq. ft. Sancroft Paternoster Square London, U.K. Leased 2038 127,000 sq. ft.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations. See Note 16 to the consolidated financial statements in Part II, Item 8 of this Annual Report for a summary of our legal proceedings and claims.
Assessments of losses 42 are inherently subjective and involve unpredictable factors. It is possible that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations.
Removed
Assessments of losses are inherently subjective and involve unpredictable factors. We do not believe that the resolution of these legal matters, including the matters described in this Annual Report, will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.
Added
See Note 16 to the consolidated financial statements in Part II, Item 8 of this Annual Report for a summary of our legal proceedings and claims.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Equity Compensation Plan Information The following provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, 2024: • Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan • Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan • Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan • Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan • Black Knight, Inc.
Equity Compensation Plan Information The following provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, 2025: • Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan • Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan • Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan • Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan • Black Knight, Inc.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Approximate Number of Holders of Common Stock As of February 3, 2025, there were approximately 647 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Approximate Number of Holders of Common Stock As of February 2, 2026, there were approximately 626 holders of record of our common stock.
Of the 6.9 million securities to be issued upon exercise, 2.2 million are options with a 43 weighted average exercise price of $93.90 and the remaining securities are restricted stock shares that do not have an exercise price. The 2018 Employee Stock Purchase Plan was approved by stockholders in May 2018.
Of the 6.7 million securities to be issued upon exercise, 1.8 million are options with a weighted average exercise price of $99.59 and the remaining securities are restricted stock shares that do not have an exercise price. The 2018 Employee Stock Purchase Plan was approved by stockholders in May 2018.
All future grants to employees will be made under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan and to directors under the Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan. All purchases made pursuant to the Employee Stock Purchase Plan are made from the 2018 Employee Stock Purchase Plan.
All future grants to employees will be made under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan and to directors under the Intercontinental Exchange, Inc. 2022 Omnibus Non-Employee Director Incentive Plan.
Plan Category Number of securities to be issued upon exercise of outstanding options and rights (in thousands) (a) Weighted average exercise price of outstanding options (b) Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) Equity compensation plans approved by security holders (1) 6,853 $ 93.90 36,202 Equity compensation plans not approved by security holders (2) 5 — — Total 6,858 $ 93.90 36,202 (1) The 2013 Omnibus Employee Incentive Plan was approved by our stockholders in May 2013.
All purchases made pursuant to the Employee Stock Purchase Plan are made from the 2018 Employee Stock Purchase Plan. 44 Plan Category Number of securities to be issued upon exercise of outstanding options and rights (in thousands) (a) Weighted average exercise price of outstanding options (b) Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) Equity compensation plans approved by security holders (1) 6,744 $ 99.59 34,883 Equity compensation plans not approved by security holders (2) 5 — — Total 6,749 $ 99.59 34,883 (1) The 2013 Omnibus Employee Incentive Plan was approved by our stockholders in May 2013.
Stock Repurchases In December 2021, our Board approved an aggregate of $3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2022.
Stock Repurchases In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock.
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 stock repurchases during 2024. Refer to Note 12 to our consolidated financial statements, included in this Annual Report, for additional details on our stock repurchase plans and our repurchase activity during 2024.
Refer to Note 12 to our consolidated financial statements, included in this Annual Report, for additional details on our stock repurchase plans and our repurchase activity during 2025.
Removed
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), in December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022 and that governed some of our repurchases of shares of our common stock.
Added
In addition, our Board may increase or decrease the amount available for repurchases from time to time. We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our commercial paper program or our debt facilities.
Added
In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.
Added
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 year ended December 31, 2025, reported on a settlement date basis. 45 Period (2025) Total number of shares purchased (in thousands) Average price paid per share (1) Amount of repurchases (1) (in millions) Total number of shares purchased as part of publicly announced plans or programs (in thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (2) (in millions) January 1 - January 31 — $— $— — $2,518 February 1 - February 28 324 170.45 55 324 2,463 March 1 - March 31 1,077 172.53 186 1,077 2,277 First quarter total 1,401 $172.05 $241 1,401 $2,277 April 1 - April 30 558 $161.34 $90 558 $2,187 May 1 - May 31 476 175.00 83 476 2,104 June 1 - June 30 456 179.08 82 456 2,022 Second quarter total 1,490 $171.13 $255 1,490 $2,022 July 1 - July 31 731 $181.98 $133 731 $1,889 August 1 - August 31 743 182.32 136 743 1,753 September 1 - September 30 751 171.96 129 751 1,624 Third quarter total 2,225 $178.71 $398 2,225 $1,624 October 1 - October 31 913 $158.03 $144 913 $1,480 November 1 - November 30 745 150.85 113 745 1,367 December 1 - December 31 892 160.21 143 892 1,224 Fourth quarter total 2,550 $156.70 $400 2,550 $1,224 2025 Total 7,666 $168.70 $1,294 7,666 $1,224 (1) Includes commissions and excludes the 1% excise tax on share repurchases.
Added
(2) Approximate dollar value that may yet be purchased is based on the principal amount of shares repurchased and excludes commissions and the 1% excise tax on share repurchases, pursuant to the share repurchase program that was in effect as of December 31, 2025.
Added
In December 2025, our Board approved a new share repurchase program, which authorized an aggregate of $3.0 billion for future repurchases effective January 1, 2026, which will replace the amount remaining in the chart above under the prior share repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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These adjusted numbers are not calculated in accordance with GAAP.
These adjusted numbers are not calculated in accordance with GAAP.
Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.
Commercial Paper Program Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.
Non-GAAP Measures We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures.
Non-GAAP Measures Non-GAAP Financial Measures We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures.
We are also required to evaluate other finite-lived intangible assets for impairment by first determining whether events or changes in circumstances indicate that the carrying value of these assets to be held and used may not be recoverable.
Finite-lived Intangible Assets We are also required to evaluate other finite-lived intangible assets for impairment by first determining whether events or changes in circumstances indicate that the carrying value of these assets to be held and used may not be recoverable.
We report our results in the following three segments: • Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses. • Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global CDS clearing and multi-asset class data delivery technology. • Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle from application through closing, servicing and the secondary market.
We report our results in the following three segments: • Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses. • Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global CDS clearing and multi-asset class data delivery technology. 46 • Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle from application through closing, servicing and the secondary market.
We have made a policy election to recognize such taxes as current period expenses when incurred. 77 We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position.
We have made a policy election to recognize such taxes as current period expenses when incurred. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position.
Due to the application of Global Intangible Low-Taxed Income as of January 1, 2018, the majority of our foreign earnings for the period January 1, 2018 through December 31, 2022 have been subject to immediate U.S. income taxation, and can be distributed to the U.S. in the future with no material additional U.S. income tax consequences.
Due to the application of Global Intangible Low-Taxed Income as of January 1, 2018, the majority of our foreign earnings for the period from January 1, 2018 through December 31, 2022 have been subject to immediate U.S. income taxation, and can be distributed to the U.S. in the future with no material additional U.S. income tax consequences.
Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions. Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix.
Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions. 52 Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix.
Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals. Operating Expenses, Operating Income and Operating Margin The following chart summarizes our Mortgage Technology segment's operating expenses, operating income and operating margin (dollars in millions).
Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals. Operating Expenses, Operating Income/(Loss) and Operating Margin The following chart summarizes our Mortgage Technology segment's operating expenses, operating income/(loss) and operating margin (dollars in millions).
We anticipate that there will continue to be growth in the financial information services sector driven by a number of global trends, including the following: • increasing or evolving global regulatory demands; • greater use of fair value accounting standards and reliance on independent valuations; • greater emphasis on risk management; 48 • market fragmentation driven by regulatory changes; • the move to passive investing and indexation; • ongoing growth in the size and diversity of financial markets; • increased automation of fixed income, mortgage and other less automated markets; • the development of new data products; • greater use of emerging technologies, including artificial intelligence and machine learning; • the demand for greater data capacity and connectivity; • new entrants; and • increasing demand for outsourced services by financial institutions.
We anticipate that there will continue to be growth in the financial information services sector driven by a number of global trends, including the following: • increasing or evolving global regulatory demands; • greater use of fair value accounting standards and reliance on independent valuations; • greater emphasis on risk management; • market fragmentation driven by regulatory changes; • the move to passive investing and indexation; • ongoing growth in the size and diversity of financial markets; • increased automation of fixed income, mortgage and other less automated markets; • the development of new data products; • greater use of emerging technologies, including artificial intelligence and machine learning; 50 • the demand for greater data capacity and connectivity; • new entrants; and • increasing demand for outsourced services by financial institutions.
As a result, we may incur acquisition-related transaction costs in future periods. Technology and Communication Expenses Technology support services consist of costs for running our wholly-owned data centers, hosting costs paid to third-party data centers, and maintenance of our computer hardware and software required to support our technology and cybersecurity.
As a result, we may incur acquisition-related transaction costs in future periods. Technology and Communication Expenses Technology support services consist of costs for running our wholly-owned and leased data centers, hosting costs paid to third-party data centers, and maintenance of our computer hardware and software required to support our technology and cybersecurity.
It is also not possible to reasonably predict whether or not the applicable statutes of limitations 75 might expire without us being examined by any particular tax authority. See Note 13 to our consolidated financial statements for additional information on our UTBs.
It is also not possible to reasonably predict whether or not the applicable statutes of limitations might expire without us being examined by any particular tax authority. See Note 13 to our consolidated financial statements for additional information on our UTBs.
This does not adjust for year-over-year foreign exchange fluctuations. 57 Operating Expenses, Operating Income and Operating Margin The following chart summarizes our Fixed Income and Data Services segment's operating expenses, operating income and operating margin (dollars in millions). See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.
This does not adjust for year-over-year foreign exchange fluctuations. Operating Expenses, Operating Income and Operating Margin The following chart summarizes our Fixed Income and Data Services segment's operating expenses, operating income and operating margin (dollars in millions). See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.
Debt As of December 31, 2024, we had $20.4 billion in outstanding debt, consisting of $19.8 billion of senior notes and $529 million under our Commercial Paper Program. 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.
As of December 31, 2024, we had $20.4 billion in outstanding debt, consisting of $19.8 billion of senior notes and $529 million under our Commercial Paper Program. As of December 31, 2024, our senior notes of $19.8 billion had a weighted 71 average maturity of 13 years and a weighted average cost of 3.7% per annum.
Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign 65 currency exchange rates between periods.
Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods.
From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in Ukraine and the Middle East and surrounding regions.
From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in Ukraine, the Middle East and surrounding regions and Venezuela.
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.
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 82 deposits.
However, we cannot provide assurance that such financing or transactions will be favorable to us. See “-Risk Factors" and Note 10 to our consolidated financial statements, included in this Annual Report.
However, we cannot provide assurance that such 73 financing or transactions will be favorable to us. See “-Risk Factors" and Note 10 to our consolidated financial statements, included in this Annual Report.
Treasury securities) and supranational debt instruments (Euro cash deposits only) with short dated maturities. 80 • Security Issuer Risk: Security issuer risk is the risk that an issuer of a security defaults on the payment when the security matures or debt is serviced.
Treasury securities) and supranational debt instruments (Euro cash deposits only) with short dated maturities. • Security Issuer Risk: Security issuer risk is the risk that an issuer of a security defaults on the payment when the security matures or debt is serviced.
These non-GAAP liquidity measures are not presented in accordance with, or as an alternative to, GAAP liquidity measures and may be different from non-GAAP measures used by other companies.
These non-GAAP liquidity measures are not presented in accordance with, or as an alternative to, GAAP liquidity measures and 76 may be different from non-GAAP measures used by other companies.
We consider data and connectivity services revenues and listings revenues to be recurring revenues. Our data and connectivity services revenues are recurring subscription fees related to the various data and connectivity services that we provide which are directly attributable to our exchange venues.
We consider data and connectivity services revenues and listings revenues to be recurring revenues. Our data and connectivity services revenues are recurring subscription fees related to the services that we provide which are directly attributable to our exchange venues.
We also provide solutions that provide consumers with access to customized, timely information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention. Another 60 servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.
We also provide solutions that provide consumers with access to customized, timely 62 information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention. Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.
These Section 31 fees are 54 assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our transaction and clearing revenues when invoiced.
These Section 31 fees are assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our exchanges revenues when invoiced.
In the table above, we consider subscription fee and certain other revenues to be recurring revenues. Each revenue classification above contains a mix of recurring and transaction revenues, based on the various service offerings described in more detail below. Mortgage Technology Revenues Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform.
In the table above, we consider subscription fees and certain other revenues to be recurring revenues. Each revenue classification above contains a mix of recurring and transaction revenues, based on the various service offerings described in more detail below. Mortgage Technology Revenues Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform.
Matched volume represents the total number of shares of equity securities, ETFs and crossing session activity executed on our exchanges. Transaction-Based Expenses Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of transaction and clearing fee revenue.
Matched volume represents the total number of shares of equity securities, ETFs and crossing session activity executed on our exchanges. Transaction-Based Expenses Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of exchanges revenue.
The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE and adjusted diluted earnings per share, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance.
The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance.
Amounts required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $3.2 billion is available for working capital and general corporate purposes, including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.
Amounts required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.7 billion is available for working capital and general corporate purposes, including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.
We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, integration of acquisitions, and other investments. In 2024 and 2023, 8% and 9%, respectively, of our operating expenses were billed in pounds sterling or euros.
We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, integration of acquisitions, and other investments. In 2025 and 2024, 9% and 8%, respectively, of our operating expenses were billed in pounds sterling or euros.
We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 31, 2029.
Credit Facilities We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 31, 2029.
See the factors set forth under the heading “ Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” For discussion related to the results of operations and changes in financial condition for 2023 compared to 2022 refer to Part II, Item 7.
See the factors set forth under the heading “ Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” For discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 refer to Part II, Item 7.
See Note 13 to our consolidated financial statements and related notes, which are included in this Annual Report, for additional information on these tax items. 66 Liquidity and Capital Resources Below are charts that reflect our outstanding debt and capital allocation.
See Note 13 to our consolidated financial statements and related notes, which are included in this Annual Report, for additional information on these tax items. 68 Liquidity and Capital Resources Below are charts that reflect our outstanding debt and capital allocation.
We made and intend to apply the high tax exception to Global Intangible Low-Taxed Income in 2023 and 2024, respectively, and thus the majority of our foreign earnings in 2023 and 2024 are not expected to be subject to immediate U.S. income taxation.
We made and intend to apply the high tax exception to Global Intangible Low-Taxed Income in 2023, 2024 and 2025, thus the majority of our foreign earnings in 2023, 2024 and 2025 are not expected to be subject to immediate U.S. income taxation.
In the event of continued or increased inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts. 81
In the event of continued or increased inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts. 84
See Item 7(A) “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information. 62 Compensation and Benefits Expenses Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer payroll taxes.
See Item 7(A) “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information. 64 Compensation and Benefits Expenses Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer taxes.
We entered into foreign currency hedging transactions during 2024 and 2023 as economic hedges to help mitigate a portion of our foreign exchange risk exposure and may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure.
We entered into foreign currency hedging transactions during 2025 and 2024 as economic hedges to help mitigate a portion of our foreign exchange risk exposure and may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure.
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.
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, 2025 or 2024.
Revenues from servicing solutions are largely subscription-based and recurring in nature based on number of loans serviced. Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and to facilitate more efficient loss mitigation processes.
Revenues from servicing solutions are largely subscription-based and recurring in nature based on number of loans serviced. Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and facilitating more efficient loss mitigation processes.
(2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
(2) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash acquired and cash received for divestitures, cash paid for equity and equity method investments, and acquisition-related transaction and integration costs, in each year.
The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash acquired and cash received for divestitures, if any, cash paid for equity and equity method investments, and acquisition-related transaction and integration costs, in each year.
However, these foreign earnings can also generally be distributed to the U.S. with no material additional U.S. income tax consequences, primarily due to the availability of dividend received deductions.
These foreign earnings can generally be distributed to the U.S. with no material additional U.S. income tax consequences, primarily due to the availability of dividend received deductions.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 8, 2024. Overview We are a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 6, 2025. Overview We are a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities.
In addition, we have increased our portion of recurring revenues from 34% in 2014 to 52% in 2024. These recurring revenues include data services, listings and various mortgage technology solutions. Many of the data products we sell and services we provide are required for our clients’ business operations regardless of market volatility or shifts in business profitability levels.
In addition, we have increased our portion of recurring revenues from 34% in 2014 to 51% in 2025. These recurring revenues include data services, listings and various mortgage technology solutions. Many of the data products we sell and services we provide are required for our clients’ business operations regardless of market volatility or shifts in business profitability levels.
Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and ETFs, and related corporate actions for listed companies. In 2024 and 2023, 23% and 20%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros.
Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and ETFs, and related corporate actions for listed companies. In 2025 and 2024, 24% and 23%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros.
The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us will vary from collections. Section 31 fees were $679 million and $293 million in 2024 and 2023, respectively.
The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of payment by us will vary from collections. Section 31 fees were $412 million and $679 million in 2025 and 2024, respectively.
Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June 30, 2028.
Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June 30, 2028.
Litigation and regulatory matters include the following as we do not consider events of this type to be reflective of our core business: • In 2024, a $160 million gain related to the PennyMac arbitration award resolution and payment received.
Litigation and regulatory matters include the following as we do not consider events of this type to be reflective of our core business: • In 2025, a $4 million accrual related to a regulatory matter; • In 2024, a $160 million gain related to the PennyMac arbitration award resolution and payment received.
The combined net periodic impact of these plans was a $1 million expense and a $2 million benefit in 2024 and 2023, respectively. Non-Controlling Interests For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests.
The combined net periodic impact of these plans was a $15 million expense and a $1 million expense in 2025 and 2024, respectively. Non-Controlling Interests For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests.
Closing solutions also include revenues from our MERSCORP Holdings, Inc., or MERS database, which provides a system of record for recording and tracking changes, servicing rights and beneficial ownership interests in loans secured by U.S. residential real estate.
Closing solutions also include revenues from our MERS database, which provides a system of record for recording and tracking changes, servicing rights and beneficial ownership interests in loans secured by U.S. residential real estate.
Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 10 and 14 to our consolidated financial statements for further discussion.
Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 10 and 14 to our consolidated financial statements included in this Annual Report for further discussion.
We have other purchase obligations to purchase various goods and services that we believe are enforceable and legally binding. In addition, we have $84.3 billion in cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin.
We have other purchase obligations to purchase various goods and services that we believe are enforceable and legally binding. In addition, we have $81.2 billion in cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts payable and unsettled variation margin.
The following non-GAAP adjustments are reported in the table above related to our debt: • In 2023, we excluded $12 million of net interest income on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition.
The following non-GAAP adjustment is reported in the table above related to our debt: • In 2023, we excluded $12 million of net interest income on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition.
We incurred foreign currency transaction losses of $15 million and $12 million in 2024 and 2023, respectively, inclusive of the impact of foreign currency hedging transactions. The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar.
We incurred foreign currency transaction losses of $18 million and $15 million in 2025 and 2024, respectively, inclusive of the impact of foreign currency hedging transactions. The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar.
The impact of the foreign currency exchange rate differences in the table below were primarily driven by fluctuations of the pound sterling as compared to the U.S. dollar which were 1.2514, 1.2732 and 1.2093 as of December 31, 2024, 2023, and 2022, 79 respectively.
The impact of the foreign currency exchange rate differences in the table below were primarily driven by fluctuations of the pound sterling as compared to the U.S. dollar which were 1.3474, 1.2514 and 1.2732 as of December 31, 2025, 2024, and 2023, respectively.
Deferred tax adjustments on acquisition-related intangibles include the impact of tax law changes and apportionment updates resulting in a deferred tax benefit of $43 million, a deferred tax benefit of $126 million and a deferred tax expense of $9 million in 2024, 2023 and 2022, respectively.
Deferred tax adjustments on acquisition-related intangibles include the impact of tax law changes and apportionment updates resulting in a deferred tax expense of $38 million, a deferred tax benefit of $43 million and a deferred tax benefit of $126 million in 2025, 2024 and 2023, respectively.
Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $15 million in 2024 from 2023. Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.3 billion and $989 million in 2024 and 2023, respectively.
Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $45 million in 2025 from 2024. Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.6 billion and $1.3 billion in 2025 and 2024, respectively.
A hypothetical 100 basis points decrease in short-term interest rates would decrease our annual interest income by $25 million as of December 31, 2024, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.
A hypothetical 100 basis points decrease in short-term interest rates would decrease our annual interest income by $28 million as of December 31, 2025, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents and investments.
The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions. The weighted average interest rate on notes outstanding under our Commercial Paper Program was 4.6% and 5.7% as of December 31, 2024 and December 31, 2023, respectively.
The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions. The weighted average interest rate on notes outstanding under our Commercial Paper Program was 4.0% and 4.6% as of December 31, 2025 and December 31, 2024, respectively.
As of December 31, 2024 and 2023, our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents and investments were $3.0 billion and $2.5 billion, respectively. We do not use our investment portfolio for trading or other speculative purposes.
As of December 31, 2025 and 2024, our cash and cash equivalents and short-term and long-term restricted cash and cash 80 equivalents and investments were $2.6 billion and $3.0 billion, respectively. We do not use our investment portfolio for trading or other speculative purposes.
We believe that adjusted free cash flow eliminates the impact of timing differences related to the payment of Section 31 fees. These figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Liquidity Measures” below. • Revenues, less transaction-based expenses, increased $1.3 billion in 2024 from 2023.
We believe that adjusted free cash flow eliminates the impact of timing differences related to the payment of Section 31 fees. These figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Liquidity Measures” below. • Revenues, less transaction-based expenses, increased $652 million in 2025 from 2024.
For additional details of our debt instruments, refer to Note 10 to our consolidated financial statements, included in this Annual Report. Capital Return 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.
For additional details of our debt instruments, refer to Note 10 to our consolidated financial statements, included in this Annual Report. 72 Capital Return In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026.
Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $84.3 billion as of December 31, 2024.
Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $81.2 billion as of December 31, 2025.
Open interest is also a measure of the future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange.
Open interest is also a measure that we believe is useful for management and investors in understanding future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange.
Intangible assets subject to amortization consist primarily of customer relationships, technology, data and databases and trademarks and trade names. We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of $1.0 billion and $749 million in 2024 and 2023, respectively.
Intangible assets subject to amortization consist primarily of customer relationships, technology, data and databases, trademarks and trade names, and trading products. We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of $994 million and $1.0 billion in 2025 and 2024, respectively.
A 10% adverse change in the underlying foreign currency exchange rates as of December 31, 2024, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency loss of $9 million.
A 10% adverse change in the underlying foreign currency exchange rates as of 81 December 31, 2025, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency loss of $14 million.
(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. These adjusted numbers are not calculated in accordance with GAAP.
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted numbers are not calculated in accordance with GAAP.
Both the London and New York office transitions were completed in 2024. We view these duplicate non-cash rent expenses during the transitions to be incremental, non-recurring, and not related to our normal operations; • In 2024, a net $10 million expense for valid claims made following an equity trading issue at NYSE in June 2024.
We view these duplicate non-cash rent expenses during the transitions to be incremental, non-recurring, and not related to our normal operations; • In 2024, a net $10 million expense for valid claims made following an equity trading issue at NYSE in June 2024.
We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $730 million and 71 $780 million in 2025, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $740 million and $790 million in 2026, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were $8 million higher in 2024 than in 2023.
Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were $14 million higher in 2025 than in 2024.
All trading volume below is presented as average net daily trading volume, or ADV, and is single counted: Year Ended December 31, Year Ended December 31, 2024 2023 Change 2023 2022 Change NYSE cash equities (shares in millions): Total cash handled volume 2,436 2,231 9 % 2,231 2,409 (7) % Total cash market share matched 19.7 % 19.9 % (0.2 pts) 19.9 % 19.9 % — NYSE equity options (contracts in thousands): NYSE equity options volume (ADV) 9,375 7,900 19 % 7,900 7,621 4 % Total equity options volume (ADV) 44,360 40,369 10 % 40,369 38,244 6 % NYSE share of total equity options 21.1 % 19.6 % 1.5 pts 19.6 % 19.9 % (0.3 pts) Revenue capture or rate per contract: Cash equities rate per contract (per 100 shares) $0.050 $0.048 4 % $0.048 $0.045 6 % Equity options rate per contract $0.05 $0.06 (10) % $0.06 $0.05 7 % Handled volume represents the total number of shares of equity securities, ETFs and crossing session activity internally matched on our exchanges or routed to and executed on an external market center.
All trading volume below is presented as average net daily trading volume, or ADV, and is single counted: 55 Year Ended December 31, Year Ended December 31, 2025 2024 Change 2024 2023 Change NYSE cash equities (shares in millions): Total cash handled volume (ADV) 3,401 2,436 40 % 2,436 2,231 9 % Total cash market share matched 19.0 % 19.7 % (0.7 pts) 19.7 % 19.9 % (0.2 pts) NYSE equity options (contracts in thousands): NYSE equity options volume (ADV) 10,556 9,375 13 % 9,375 7,900 19 % Total equity options volume (ADV) 55,798 44,360 26 % 44,360 40,369 10 % NYSE share of total equity options 18.9 % 21.1 % (2.2 pts) 21.1 % 19.6 % 1.5 pts Revenue capture or rate per contract: Cash equities rate per contract (per 100 shares) $0.037 $0.050 (26) % $0.050 $0.048 4 % Equity options rate per contract $0.06 $0.05 11 % $0.05 $0.06 (10) % Handled volume represents the total number of shares of equity securities, ETFs and crossing session activity internally matched on our exchanges or routed to and executed on an external market center.
During 2024, we paid cash dividends of $1.80 per share of our common stock in the aggregate, including quarterly dividends of $0.45 per share, for an aggregate payout of $1.0 billion, which includes the payment of dividend equivalents on unvested employee restricted stock units.
During 2025, we paid cash dividends of $1.92 per share of our common stock in the aggregate, including quarterly dividends of $0.48 per share, for an aggregate payout of $1.1 billion, which includes the payment of dividend equivalents on unvested employee restricted stock units.
The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing customers. • Listings Revenues: Through NYSE, NYSE American and NYSE Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies.
The increase in revenue was driven by strong customer retention, new customer additions and increased spending by existing customers. • Listings Revenues: Through NYSE, NYSE American, NYSE Arca and NYSE Texas, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies.
As of December 31, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $529 million was required to backstop the amount outstanding under the Commercial Paper Program and $172 million was required to support certain broker-dealer and other subsidiary commitments.
As of December 31, 2025, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.0 billion was required to backstop the amount outstanding under the Commercial Paper Program and $168 million was required to support certain broker-dealer and other subsidiary commitments.
We believe that the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and could materially increase or decrease our reported results, assets and liabilities.
We believe that the following critical accounting estimates and policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and could materially increase or decrease our reported results, assets and liabilities. Business Combinations We account for business combinations using the acquisition method of accounting.
Cash Flow The following table presents the major components of net changes in cash and cash equivalents, and restricted cash and cash equivalents (in millions): Year Ended December 31, 2024 2023 2022 Net cash provided by/(used in): Operating activities $ 4,609 $ 3,542 $ 3,554 Investing activities (921) (8,797) 677 Financing activities 79 (64,345) (1,841) Effect of exchange rate changes (14) 7 (23) Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ 3,753 $ (69,593) $ 2,367 Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, deferred taxes, stock-based compensation and the effects of changes in working capital.
Cash Flow The following table presents the major components of net changes in cash and cash equivalents, and restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds (in millions): Year Ended December 31, 2025 2024 2023 Net cash provided by/(used in): Operating activities $ 4,662 $ 4,609 $ 3,542 Investing activities (4,249) (921) (8,797) Financing activities (6,334) 79 (64,345) Effect of exchange rate changes 32 (14) 7 Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ (5,889) $ 3,753 $ (69,593) Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, deferred taxes, stock-based compensation, and the effects of changes in working capital.
Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 4,609 $ 3,542 $ 3,554 Less: Capital expenditures (406) (190) (225) Less: Capitalized software development costs (346) (299) (257) Free cash flow 3,857 3,053 3,072 (Less)/Add: Section 31 fees, net (237) 144 (166) Adjusted free cash flow $ 3,620 $ 3,197 $ 2,906 For additional information on these items, refer to our consolidated financial statements included in this Annual Report and “—Consolidated Operating Expenses” above.
Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 4,662 $ 4,609 $ 3,542 Less: Capital expenditures (373) (406) (190) Less: Capitalized software development costs (418) (346) (299) Free cash flow $ 3,871 $ 3,857 $ 3,053 Add/(Less): Section 31 fees, net 316 (237) 144 Adjusted free cash flow $ 4,187 $ 3,620 $ 3,197 For additional information on these items, refer to our consolidated financial statements included in this Annual Report and “—Consolidated Operating Expenses” above.
The EU 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.
The EU member states and many other countries, including the U.K., have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K.
As of December 31, 2024, the amount of unrestricted cash held by our non-U.S. subsidiaries was $370 million.
As of December 31, 2025, the amount of unrestricted cash held by our non-U.S. subsidiaries was $368 million.
Contractual Obligations and Commercial Commitments We intend to fund our contractual obligations and commercial commitments from existing cash and cash flow from operations. As of December 31, 2024, our primary cash requirements include the following contractual and other obligations. As of December 31, 2024, we had $20.4 billion in outstanding debt, including $3.0 billion of short-term debt.
Contractual Obligations and Commercial Commitments We intend to fund our contractual obligations and commercial commitments from existing cash and cash flow from operations. As of December 31, 2025, our primary cash requirements include the following contractual and other obligations. As of December 31, 2025, we had $19.6 billion in outstanding debt, including $1.0 billion of short-term debt.
The increase in revenues includes $17 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2023 as compared to 2022. • Operating expenses increased $676 million in 2024 from 2023.
The increase in revenues includes $18 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2024 as compared to 2023. • Operating expenses increased $32 million in 2025 from 2024.
The increase in operating expenses includes $8 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2024 as compared to 2023. • Operating expenses increased $640 million in 2023 from 2022.
The increase in operating expenses includes $14 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2025 as compared to 2024. • Operating expenses increased $676 million in 2024 from 2023.

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