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What changed in Intercontinental Exchange's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Intercontinental Exchange's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+561 added−569 removedSource: 10-K (2025-02-06) vs 10-K (2024-02-08)

Top changes in Intercontinental Exchange's 2024 10-K

561 paragraphs added · 569 removed · 431 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

228 edited+70 added−73 removed279 unchanged
Biggest changeBusiness and Industry • Global economic, political and financial market events or conditions may negatively impact our business. • Owning clearing houses exposes us to risks, including risks related to defaults by clearing members, risks related to investing margin and guaranty funds and the cost of operating the clearing houses. • A decline in the value of securities held as margin or guaranty fund contributions by our clearing houses or default by a sovereign government issuer could pose additional risks of default by clearing members. • Owning and operating cash equity and options exchanges exposes us to additional risks, including the regulatory responsibilities to which these businesses are subject. • Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which are caused by conditions that are beyond our control. • Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact us. • We may be at greater risk from terrorism, including cyberterrorism, than other companies. • Fluctuations in foreign currency exchange rates could adversely affect our financial results. • We may have difficulty executing our growth strategy and maintaining our growth effectively. 20 • We may not be successful in offering new products or technologies or in identifying opportunities. • Climate change and the transition to renewable energy pose operational, commercial, regulatory and financial risks. • We may be required to recognize impairments of our goodwill, other intangible assets or investments. • We may not realize the expected benefits of our majority investment in Bakkt Holdings, Inc., or Bakkt, and the investment may introduce additional risks to our business due to its evolving business model. • Pandemics or other public health emergencies, including the emergence of new COVID-19 variants resulting in another pandemic, could adversely affect our business, results of operations and financial condition.
Biggest changeBusiness and Industry • Global economic, political and financial market events or conditions have at times in the past negatively impacted and may in the future negatively impact our business. • Our business is subject to the impact of interest rate and inflation levels and volatility and financial markets volatility, which are caused by conditions that are beyond our control. • Our role in the global financial system positions us at a greater risk for cyberattacks, cyberterrorism and other cybersecurity risks. 18 • We may be at greater risk from terrorism than other companies. • Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted us and could in the future negatively impact us. • Owning clearing houses exposes us to risks, including risks related to defaults by clearing members, risks related to investing margin and guaranty funds and the cost of operating the clearing houses. • If the value of securities held as margin or guaranty fund contributions by our clearing houses declines or a sovereign government issuer defaults, clearing members may be at risk of defaulting, which could adversely impact our clearing houses. • Owning and operating cash equity and options exchanges exposes us to risks, including the regulatory responsibilities to which these businesses are subject. • Fluctuations in foreign currency exchange rates could adversely affect our financial results. • We may have difficulty executing our growth strategy and maintaining our growth effectively. • We may not be successful in offering new products or technologies or in identifying opportunities. • Climate change poses operational, commercial, reputational, regulatory and financial risks. • We face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on sustainability-related topics, including in connection with a transition to clean and renewable energy. • We have in the past been, and may in the future be, required to recognize impairments of our goodwill, other intangible assets or investments. • Our majority investment in Bakkt Holdings, Inc., or Bakkt, may introduce additional risks to our business due to its evolving business model. • Pandemics and other public health emergencies could adversely affect our business, results of operations and financial condition.
A copy of these filings is also available at the SEC’s website (www.sec.gov). From time to time, we may use our website and/or social media, including X, formerly known as Twitter, as distribution channels of material information. The website to access our X, formerly known as Twitter, account is https://twitter.com/ICE_Markets.
A copy of these filings is also available at the SEC’s website (www.sec.gov). From time to time, we may use our website and/or social media, including X, formerly known as Twitter, as distribution channels of material information. The website to access our X account is https://x.com/ICE_Markets.
Adverse economic conditions and legal and regulatory changes similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, 24 discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings. Any of these could reduce our revenues, including market data and listing fee revenue.
Adverse economic conditions and legal and regulatory changes 24 similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings. Any of these could reduce our revenues, including market data and listing fee revenue.
For example, these exchanges are responsible for enforcing listed company compliance with applicable listing standards, enforcing our members' compliance with exchange rules and federal securities laws, complying with terms of NMS Plans, filing of all material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws, and other applicable laws.
For example, these exchanges are responsible for enforcing listed company compliance with applicable listing standards, enforcing members' compliance with exchange rules and federal securities laws, complying with terms of NMS Plans, filing of all material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws and other applicable laws.
The adoption of new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could adversely affect our ability to compete effectively with other institutions that are not affected in the same way or impact our clients’ overall trading volume through our exchanges and clearing houses and demand for our market data and connectivity offerings, mortgage technology and other services.
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.
Legislative proposals in the EU and elsewhere are contemplating new or expanded requirements for data service providers such as conflict of interest and transparency rules, regulation of prices and fees, and imposition of market access rules for third-country providers. These requirements may increase regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.
Legislative proposals in the EU and elsewhere are contemplating new or expanded requirements for data service providers such as conflict of interest and transparency rules, regulation of prices and fees and imposition of market access rules for third-country providers. These requirements may increase our regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.
COMPETITION; REPUTATIONAL HARM We face intense competition, and if we fail to keep up with rapid changes in technology and client preferences, it could negatively impact our competitive position. We face intense competition in all aspects of our business and our competitors, both domestic and international, are numerous.
COMPETITION AND REPUTATIONAL HARM We face intense competition, and if we fail to keep up with rapid changes in technology and client preferences, it could negatively impact our competitive position. We face intense competition in all aspects of our business and our competitors, both domestic and international, are numerous.
ICE Securities Execution & Clearing, LLC, a full clearing member of the National Securities Clearing Corporation, the Fixed Income Clearing Corporation and The Depository Trust Corporation, provides correspondent clearing for ICE Bonds, Creditex Brokerage, L.L.P. and ICE Markets Limited and is subject to oversight by the SEC, FINRA and the MSRB. 17 • Our U.K.-based execution-oriented fixed income market is operated by Creditex Brokerage, L.L.P., which is an operator of a multilateral trading facility, or MTF, and ICE Markets Limited, which acts as the matched principal counterparty to bond transactions arranged on the MTF operated by Creditex Brokerage.
ICE Securities Execution & Clearing, LLC, a full clearing member of the National Securities Clearing Corporation, the Fixed Income Clearing Corporation and The Depository Trust Corporation, provides correspondent clearing for ICE Bonds, Creditex Brokerage, L.L.P. and ICE Markets Limited and is subject to oversight by the SEC, FINRA and the MSRB. • Our U.K.-based execution-oriented fixed income market is operated by Creditex Brokerage, L.L.P., which is an operator of a multilateral trading facility, or MTF, and ICE Markets Limited, which acts as the matched principal counterparty to bond transactions arranged on the MTF operated by Creditex Brokerage.
Our extensive technology and rules-based risk systems provide analytical tools that allow us to determine margin, evaluate credit risk and monitor the trading activities and overall risk of clearing members. 9 • Data Services Technology: ICE Data Services technology uses integrated platforms to capture, store and process information, perform analytics and maintain connectivity solutions using a single configurable data capture mechanism and flexible delivery capability.
Our extensive technology and rules-based risk systems provide analytical tools that allow us to determine margin, evaluate credit risk and monitor the trading activities and overall risk of clearing members. • Data Services Technology: ICE Data Services technology uses integrated platforms to capture, store and process information, perform analytics and maintain connectivity solutions using a single configurable data capture mechanism and flexible delivery capability.
Regulatory activity in the privacy area may also hinder our business, for example, by restricting use or sharing of data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain data to our customers, or otherwise regulating artificial intelligence and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or which may lead to significant increases in the cost of compliance.
Regulatory activity in the privacy area may also hinder our business, for example, by restricting use or sharing of data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain data to our customers, or otherwise regulating artificial intelligence and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or that may lead to significant increases in the cost of compliance.
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. • 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 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.
Additional factors that could now or in the future adversely impact mortgage lending volumes include reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.
Additional factors that could now or in the future adversely impact mortgage lending volumes include reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, 21 high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, and other macroeconomic factors.
Our benchmark contracts offer one of the most globally relevant 5 price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery. • Financial Futures and Options: We offer a diverse suite of equity futures and options contracts based on our own indices as well as those created by MSCI® and FTSE®.
Our benchmark contracts offer one of the most globally relevant price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery. • Financial Futures and Options: We offer a diverse suite of equity futures and options contracts based on our own indices as well as those created by MSCI® and FTSE®.
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.
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.
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, increasing automation, as well as passive investing and indexation.
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.
Negative publicity regarding our company, especially given the speed with which false information can be spread through social media channels, or actual, alleged or perceived issues regarding our products or services, operations, risk management, compliance with regulations, political affiliations or management team could give rise to reputational risk which could significantly harm our existing business and business prospects.
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.
We attempt to protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, confidentiality, know-how, contracts, restrictions on use and disclosure, and other methods. 11 FTSE® and the FTSE indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license.
We attempt to protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, confidentiality, know-how, contracts, restrictions on use and disclosure, and other methods. FTSE® and the FTSE indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license.
The market data subscriptions and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including: • 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; 22 • cost-cutting pressures across the industry or 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 transition to renewable energy and away from fossil fuels; • 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; • 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.
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).
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).
We regularly evaluate our existing operations, service capacity and business efficiencies and, as a result of such evaluations, we may undertake strategic initiatives outside of and within our businesses. 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 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.
A significant downgrade of our credit ratings in the future could impact customers’ willingness to use our clearing houses, make parties less willing to do business with us, and could negatively impact our ability to access the capital markets and increase the cost of our commercial paper and any future debt funding we may obtain.
A downgrade of our credit ratings in the future could impact customers’ willingness to use our clearing houses, make parties less willing to do business with us, and could negatively impact our ability to access the capital markets and increase the cost of our commercial paper and any future debt funding we may obtain.
Increasingly, market participants are turning to our global environmental markets to help navigate and manage risk related to climate change, the energy transition and the move to net zero emissions. • Agricultural & Metals Futures and Options: We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and sugar.
Increasingly, market 5 participants are turning to our global environmental markets to help navigate and manage risk related to climate change, the energy transition and the move to net zero emissions. • Agricultural & Metals Futures and Options: We offer futures and options on the leading global soft commodity markets including coffee, cocoa, cotton and sugar.
Our clearing houses may also make demand deposits with commercial banks which could be lost in the event one of these banks becomes insolvent. Owning and operating cash equity and options exchanges exposes us to additional risks, including the regulatory responsibilities to which these businesses are subject.
Our clearing houses may also make demand deposits with commercial banks which could be lost in the event one of these banks becomes insolvent. Owning and operating cash equity and options exchanges exposes us to risks, including the regulatory responsibilities to which these businesses are subject.
Our reference data offering complements our evaluated pricing by providing our clients a broad range of 7 descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.
Our reference data offering complements our evaluated pricing by providing our clients a broad range of descriptive information, covering millions of financial instruments that, when coupled with our pricing services, act as the foundation for our leading fixed income index complex, ICE Data Indices, LLC, or ICE Data Indices.
Such claims and 35 lawsuits could have a material adverse effect on our business, financial condition and operating results and a negative impact on our reputation. In addition, we license and redistribute data and content from various third-party sources and the terms of these licenses change frequently.
Such claims and lawsuits could have a material adverse effect on our business, financial condition and operating results and a negative impact on our reputation. In addition, we license and redistribute data and content from various third-party sources and the terms of these licenses change frequently.
Together, the platforms are intended to enable real-time processing and delivery of information, accelerate new product development and improve production reliability. Our data and analytics are delivered via real-time messaging, files, web services and other on-demand facilities and state-of-the-art front-ends.
Together, the platforms are intended to enable real-time processing and delivery of information, accelerate new product development and improve production reliability. 9 Our data and analytics are delivered via real-time messaging, files, web services and other on-demand facilities and state-of-the-art front-ends.
By bringing together leading technology with a wide range of data and analytics, as well as an array of delivery mechanisms, we offer customers a comprehensive and flexible solution to address the need for more 15 transparency, efficiency and information across their respective workflows.
By bringing together leading technology with a wide range of data and analytics, as well as an array of delivery mechanisms, we offer customers a comprehensive and flexible solution to address the need for more transparency, efficiency and information across their respective workflows.
A reduction in our overall trading volume could render our markets less attractive to market participants as a source of liquidity, which could result in further loss of trading volume and associated transaction-based revenues. A reduction in trading volumes could also result in a corresponding decrease in the demand for our market data, which would further reduce our overall revenue.
A reduction in our overall trading volume could render our markets less attractive to market participants as a source of liquidity, which could result in further loss of trading volume and associated transaction-based revenues. A reduction in trading volumes could also result in a corresponding decrease in demand for our market data, which would further reduce our overall revenue.
Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise 10 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, 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.
We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S. Following the acquisition of Black Knight, we have enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.
We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S. Following the acquisition of Black Knight, we are subject to enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.
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.
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.
Changes to, cessations of, and the replacement of or transition from, our subsidiaries' benchmarks and indices or any other changes or reforms to the determination or administration of such benchmarks and indices, could result in legal risks, risks to our reputation, and have an adverse impact on our business, financial condition and operating results.
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.
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.
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.
The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’ 13 identities as reliable and secure marketplaces for global transactions.
The credit and performance assurance provided by our clearing houses to clearing members is designed to substantially reduce counterparty risk and is a critical component of our exchanges’ identities as reliable and secure marketplaces for global transactions.
The consequences of Brexit and the terms of the trade and cooperation agreement could also cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving certain 34 of our businesses and our employees to other jurisdictions.
The consequences of Brexit and the terms of the trade and cooperation agreement could also cause us to incur significant costs associated with changing our business practices, restructuring our businesses or moving certain of our businesses and our employees to other jurisdictions.
Additional regulation on index providers in the U.S., U.K., or other jurisdictions, could have a negative impact on our revenues. We may face liability for content contained in our data products and services.
Additional regulation on index providers in the U.S., U.K., EU or other jurisdictions, could have a negative impact on our revenues. We may face liability for content contained in our data products and services.
The enacted and proposed legal and regulatory changes most likely to affect our businesses are: operational account and clearing requirements for EU market participants in EMIR 3.0, the proposal by U.S. banking regulators to increase bank capital requirements under the Basel III Endgame impacting banking services and activities including client clearing, lending and capital markets activities and the Federal Reserve proposed revisions to the surcharge on global systemically important bank holding companies, access rules under the U.K.
The enacted and proposed legal and regulatory changes, if implemented, most likely to affect our businesses are: operational account and clearing requirements for EU market participants in EMIR 3.0, the proposal by U.S. banking regulators to increase bank capital requirements under the Basel III Endgame impacting banking services and activities, including client clearing, lending and capital markets activities and the Federal Reserve proposed revisions to the surcharge on global systemically-important bank holding companies, access rules under the U.K.
Factors that are particularly likely to affect trading volumes include: 25 • 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, 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.
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.
If our subsidiaries are unable to make dividend payments to us and sufficient cash or liquidity is not otherwise available, we may not be able to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock, which could have a material adverse effect on our business, financial condition and operating results. 30 Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.
If our subsidiaries are unable to make dividend payments to us and sufficient cash or liquidity is not otherwise available, we may not be able to make dividend payments to our stockholders, principal and interest payments on our outstanding debt or repurchase shares of our common stock, which could have a material adverse effect on our business, financial condition and operating results. 38 Provisions of our organizational documents and Delaware law may delay or deter a change of control of ICE.
Therefore, increases or decreases in the value of the U.S. 26 dollar against the other currencies could affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies.
Therefore, increases or decreases in the value of the U.S. dollar against the other currencies could affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies.
Our segments are as follows: • 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 those venues. • Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global credit default swaps, or CDS, clearing and multi-asset class data delivery technology. • Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.
Our segments are as follows: • 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 credit default swaps, or CDS, clearing and multi-asset class data delivery technology. • Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.
Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to additional risks.
Owning and operating cash equity and options exchanges for which the revenues are primarily derived from trading activity, market data and listing fees, exposes us to risks.
Finally, our desktop solutions support commodity and energy traders, risk managers, financial advisors, wealth managers and retail traders, and include a robust instant messaging, or IM, system that protects the privacy of over 120,000 users, while also enabling greater collaboration. Other Data and Network Service revenues are largely recurring in nature.
Finally, our desktop solutions support commodity and energy traders, risk managers, financial advisors, wealth managers and retail traders, and include a robust instant messaging, or IM, system that protects the privacy of over 125,000 users, while also enabling greater collaboration. Other Data and Network Service revenues are largely recurring in nature.
The CEA generally requires that futures trading in the U.S. be conducted on a commodity exchange registered as a Designated Contract Market, 16 or DCM.
The CEA generally requires that futures trading in the U.S. be conducted on a commodity exchange registered as a Designated Contract Market, or DCM.
We currently compete with: 39 • 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 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 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: 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.
Further, as a critical third-party service provider in the mortgage industry, we are subject to supervision and examination by certain regulators, which has resulted in, and will continue to result in, additional operating costs. 31 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. 28 There is ongoing public concern regarding data privacy and data protection in many jurisdictions in which ICE operates.
Due to our majority equity ownership interest in Bakkt, we have increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful. We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns.
Due to our majority equity ownership interest in Bakkt, we face increased financial and reputational risks if there is a security or system failure or if Bakkt's business is unsuccessful. We may not realize the returns originally expected from this investment or it may take longer than expected for us to realize the expected returns.
Compliance with any such regulatory requirements gives rise to costs and expenses that may be material. Our regulators have broad enforcement powers to censure, fine, issue cease-and-desist orders, embargo future business activity or prohibit us from engaging in some of our businesses.
Compliance with any such regulatory requirements increases our regulatory burden and gives rise to costs and expenses that may be material. Our regulators have broad enforcement powers to censure, fine, issue cease-and-desist orders, embargo future business activity or prohibit us from engaging in some of our businesses.
We are and will continue to be subject to extensive regulation in many jurisdictions around the world, and in particular in the U.S. and the U.K.
We are and will continue to be subject to extensive regulation in many jurisdictions around the world, and in particular in the U.S., the U.K. and the EU.
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.
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.
Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. Further, changes in our management team may be disruptive to our business, and any failure to successfully integrate key new hires or promoted employees could adversely affect our business and results of operations.
Failure to ensure effective transfer of knowledge and smooth transitions involving key employees and board members could hinder our strategic planning and execution. Further, changes in our management team may be disruptive to our business, and any failure to successfully integrate key new hires or promoted employees could adversely affect our business and results of operations.
Given our prominence in the global securities industry and the location of many of our properties and personnel in U.S. and European financial centers, including lower Manhattan, and our presence in India, Abu Dhabi and Israel, we may be more likely than other companies to be a direct target of, or an indirect casualty of, attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.
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.
In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer one of the broadest footprints of regional and global natural gas benchmarks, which span North America, Europe and Asia. Our leading environmental and power markets round out our diverse global energy network.
In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer one of the broadest footprints of regional and global natural gas benchmarks, which spans North America, Europe and Asia. Our leading environmental and power markets round out our diverse global energy network.
Damage to our facilities due to terrorist attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all. The threat of terrorist attacks may also negatively affect our ability to attract and retain employees.
Damage to our business or facilities due to such attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all. The threat of terrorist attacks may also negatively affect our ability to attract and retain employees.
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. 40 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. 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.
Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past, and could in the future, negatively impact us.
Systems failures in the derivatives and securities trading industry and mortgage technology industry have in the past negatively impacted us and could in the future negatively impact us.
We operate multiple trading venues, including 13 regulated exchanges and six clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.
We operate multiple trading venues, including 13 regulated exchanges and 6 clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.
Among other things, as a result of regulators and tax authorities enforcing existing laws and regulations, we could be censured, fined, prohibited from pursuing certain acquisitions or engaging in some of our business activities, subjected to limitations or conditions on our business activities, including fair, reasonable and nondiscriminatory pricing restrictions, also known as FRAND, and prohibiting the inclusion of, or reliance on, “unfair” terms in certain customer contracts, or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our business or with respect to our employees, including settlement payments, interest payments and penalty payments.
Among other things, as a result of regulators and tax authorities enforcing existing laws and regulations, we have in the past been and could in the future be censured, fined, prohibited from pursuing certain acquisitions or engaging in some of our business activities, subjected to limitations or conditions on our business activities, including fair, reasonable and nondiscriminatory pricing restrictions, also known as FRAND, and prohibiting the inclusion of, or reliance on, “unfair” terms in certain customer contracts, or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our business or with respect to our employees, including settlement payments, interest payments and penalty payments.
In addition, we have contributed $340 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 $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 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. 14 Competitors The markets in which we operate are highly competitive.
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.
There continue to be opposing industry viewpoints as to the extent that our U.S. equities and equity options exchanges should be able to charge for market data and market access, and the manner in which we set such exchange fees could be reassessed. 33 If new constraints are placed on our ability to charge for market data or market access in the U.S., it could have a negative impact on our revenues.
There continue to be opposing industry viewpoints as to the extent that our U.S. equities and equity options exchanges should be able to charge for market data and market access, and the manner in which we set such exchange fees could be reassessed. 30 If new constraints are placed on our ability to charge for market data, mortgage data or market access in the U.S., it could have a negative impact on our revenues.
Furthermore, our investment in Bakkt entails numerous risks, including risks relating to our minority voting interest in Bakkt and risks relating to Bakkt’s ability to: • manage the complexity of its business model to stay current with the industry; • comply with existing or new laws, regulations or orders of any governmental authority related to the use of digital assets, which are currently under additional regulatory scrutiny following recent negative events in the cryptocurrency industry; • obtain and maintain required licenses and regulatory approvals for its business; • successfully enter categories and markets in which it may have limited or no prior experience; • apply distributed ledger technology to a global ecosystem for digital assets; • successfully develop and integrate products, systems or personnel into its business operations; • maintain a risk management and compliance framework designed to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams and comply with anti-money laundering, counter-terrorist financing laws and regulations and anti-corruption laws globally; and • maintain technology systems and processes that prevent cyberattacks and security vulnerabilities.
We do not control or have direct oversight of Bakkt's operations and our investment in Bakkt entails numerous risks, including risks relating to our minority voting interest in Bakkt and risks relating to Bakkt’s ability to: • manage the complexity of its business model to stay current with the industry; • comply with existing or new laws, regulations or orders of any governmental authority related to the use of digital assets, which are currently under additional regulatory scrutiny following recent negative events in the cryptocurrency industry; • obtain and maintain required licenses and regulatory approvals for its business; • successfully enter categories and markets in which it may have limited or no prior experience; • apply distributed ledger technology to a global ecosystem for digital assets; • successfully develop and integrate products, systems or personnel into its business operations; • maintain a risk management and compliance framework designed to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams and comply with anti-money laundering, counter-terrorist financing laws and regulations and anti-corruption laws globally; and • maintain technology systems and processes that prevent cyberattacks and security vulnerabilities.
That includes a focus on: • Human capital management: Our people are our greatest asset and fostering a diverse, engaged workforce is critical. • Risk management: From cybersecurity to operational resiliency to regulatory compliance, risk management is at the heart of how we operate. • Environmental risks and opportunities: We are addressing our impact on the climate, the climate’s impact on our business and our opportunities to make a broader impact through our products and services.
That includes a focus on: • Human capital management: Our people are our greatest asset and fostering a diverse, engaged workforce is critical. • Risk management: From cybersecurity to operational resiliency to regulatory compliance, risk management is at the heart of how we operate. • Environmental risks and opportunities: We are addressing our impact on the climate, the climate’s impact on our business and our opportunities to support a broader sustainability impact through our products and services.
Additionally, as threats continue to evolve and increase, and as the regulatory environment and regulations related to information security, disclosure of cyber attacks, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify, remediate and disclose any security vulnerabilities, which could adversely impact our net income.
Additionally, as threats continue to evolve and increase, and as the regulatory environment and regulations related to information security, disclosure of cyberattacks, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify, remediate and disclose any security vulnerabilities, which could adversely impact our net income.
With over 70% of S&P 500 companies listed on the NYSE as of December 31, 2023, we are a leading listing venue across a range of sectors from technology and healthcare, to financials and energy.
With over 70% of S&P 500 companies listed on the NYSE as of December 31, 2024, we are a leading listing venue across a range of sectors from technology and healthcare, to financials and energy.
Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues. In addition, interest rates are a significant factor influencing mortgage loan production volumes and loan foreclosures.
Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues. In addition, interest rates are a significant factor influencing mortgage loan production volumes and loan foreclosures, as discussed above.
Creditex and third-party venues Fixed Income and Data Services $125 million ICE Clear Netherlands Derivatives on equities and equity indices traded on regulated markets The Netherlands ICE Endex Exchanges $2 million ICE Clear Singapore Energy, metals and financial futures products Singapore ICE Futures Singapore Exchanges $1 million ICE NGX Physical North American natural gas and electricity Canada ICE NGX Exchanges $215 million 1 Although ICE Clear Credit is included in the Fixed Income and Data Services reporting segment, it is included in the table as a part of our suite of global clearing houses.
Creditex and third-party venues Fixed Income and Data Services $125 million ICE Clear Netherlands Derivatives on equities and equity indices traded on regulated markets The Netherlands ICE Endex Exchanges $2 million ICE Clear Singapore Energy, metals and financial futures products Singapore ICE Futures Singapore Exchanges $1 million ICE NGX Physical North American natural gas, environmental commodities and physical and financial electricity Canada ICE NGX Exchanges $245 million (1) Although ICE Clear Credit is included in the Fixed Income and Data Services reporting segment, it is included in the table as a part of our suite of global clearing houses.
For example, financial institutions are investing significantly in new technologies involving artificial intelligence and machine learning to deliver solutions at lower prices, more efficiently or more conveniently. The development and use of these types of new technologies and other industry changes could render our existing proprietary technology uncompetitive or obsolete.
For example, financial institutions are investing significantly in new technologies involving artificial intelligence and machine learning to deliver solutions at lower prices, more efficiently or more conveniently. The development and use of these types of new technologies and other industry changes could render our existing proprietary technology or product offerings or services uncompetitive or obsolete.
Legal and Regulatory • Our businesses and those of many of our clients have been and continue to be subject to extensive legislation and regulatory scrutiny, and we face the risk of changes to our regulatory environment and business in the future. • Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, may not be effective, which could lead to enforcement actions by our regulators or other legal proceedings. • Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market data and connectivity fees. • The uncertainty surrounding the U.K. and EU regulatory frameworks following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition. • Risks relating to the administration of benchmarks and indices, and changes to, cessations of, and the replacement of, or transition from, benchmarks and indices may result in legal risks and could adversely affect our business. • We may face liability for content contained in our data products and services. • We are subject to significant litigation and liability risks.
Legal and Regulatory • Our businesses and those of many of our clients have been and continue to be subject to extensive legislation and regulatory scrutiny, and we face the risk of changes to our regulatory environment and business in the future. • Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, may not be effective, which could lead to enforcement actions by our regulators or other legal proceedings. • Regulatory developments or court rulings may have an adverse impact on our ability to derive revenue from market and mortgage data and technology and connectivity fees. • Ongoing impacts and uncertainty following the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition. • Risks relating to the administration of benchmarks and indices, and changes to, cessations of, and the replacement of, or transition from, benchmarks and indices may result in legal risks and could adversely affect our business. • We may face liability for content contained in our data products and services. • We are subject to significant litigation and liability risks, including enforcement actions by our regulators.
Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at ICE clearing houses.
Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at our clearing houses.
ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and third-party venues Exchanges $297 million ICE Clear U.S. Agricultural, metals, foreign exchange, or FX, interest rate, and equity index futures and/or options contracts U.S. ICE Futures U.S. Exchanges $100 million ICE Clear Credit 1 OTC North American, European, Asian-Pacific and Emerging Market CDS instruments U.S.
ICE Futures Europe, ICE Futures U.S., ICE Endex and ICE Futures Abu Dhabi Exchanges $297 million ICE Clear U.S. Agricultural, metals, foreign exchange, or FX, interest rate, and equity index futures and options contracts U.S. ICE Futures U.S. Exchanges $100 million ICE Clear Credit (1) OTC North American, European, Asian-Pacific and Emerging Market CDS instruments U.S.
Our flagship Brent crude oil contract serves as the cornerstone of a global oil network that today includes over 700 related crude and refined oil products including locational and refined spreads.
Our flagship Brent crude oil contract serves as the cornerstone of a global oil network that today includes over 800 related crude and refined oil products including locational and refined spreads.
Mortgage Technology Segment Over the last seven years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S. residential mortgage market.
Mortgage Technology Segment Over the last eight years, ICE has constructed a network aimed at identifying and solving the inefficiencies that exist in the U.S. residential mortgage market.
The SEC continues to challenge fee filings on securities market data, which has in the past resulted in and could in the future negatively impact the value of proprietary data products.
The SEC continues to challenge fee filings on securities market data, which has in the past negatively impacted and could in the future negatively impact the value of proprietary data products.
In addition, our newer offerings in this area include a variety of ESG data and analytics offerings. Fixed Income Data and Analytics revenues are largely recurring in nature. • Other Data and Network Services: We offer a multi-asset class connectivity solution called the ICE Global Network.
In addition, our newer offerings in this area include a variety of sustainable data and analytics offerings. Fixed Income Data and Analytics revenues are largely recurring in nature. 7 • Other Data and Network Services: We offer a multi-asset class connectivity solution called the ICE Global Network.
For example, the Holding Foreign Companies Accountable Act, or HFCAA, enacted in December 2020, requires the SEC to suspend trading in the U.S. of any company whose accounting firm the Public Company Accounting Oversight Board, or PCAOB, is unable to inspect or investigate for three consecutive years.
For example, the Holding Foreign Companies Accountable Act, or HFCAA, requires the SEC to suspend trading in the U.S. of any company whose accounting firm the Public Company Accounting Oversight Board, or PCAOB, is unable to inspect or investigate for three consecutive years.
The record consolidated revenues, less transaction-based expenses, we achieved in 2023 reflect our focus on the implementation and execution of our long-term growth strategy.
The record consolidated revenues, less transaction-based expenses, we achieved in 2024 reflect our focus on the implementation and execution of our long-term growth strategy.
We continue to face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activity of our business. Any such matters may result in material adverse consequences to our financial condition, operating results or ability to conduct our business, including adverse judgments, settlements, fines, penalties, injunctions, restrictions on our business activities or other relief.
We continue to face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance of our business. Any enforcement matters by regulators may result in material adverse consequences to our financial condition, operating results or ability to conduct our business, including adverse judgments, settlements, fines, penalties, injunctions, restrictions on our business activities or other relief.
From an operational perspective, the spread of COVID-19 resulted in, and the emergence of a new pandemic or other health emergency, including a resurgence of COVID-19, could in the future result in, temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.
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.
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, and the Dodd-Frank Act, have significantly altered and propose to further alter the regulatory framework within which we operate and may adversely affect our competitive position and profitability.
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.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe 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.
Biggest changeIn 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
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 3.5 million square feet in offices primarily throughout the U.S., U.K., and India, with smaller offices located throughout the world.
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.
Mahwah, New Jersey Leased 2029 396,000 sq. ft. Skyview Tower Hyderabad, India Leased 2024 - 2028 266,000 sq. ft. Sancroft Paternoster Square London, U.K. Leased 2038 127,000 sq. ft. 55 East 52nd Street New York, New York Leased 2028 94,000 sq. ft. Milton Gate London, U.K. Leased 2024 72,000 sq. ft.
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.
Removed
Tower VI, Cybercity Pune, India Leased 2026-2029 71,000 sq. ft. 4420 Rosewood Drive Pleasanton, California Leased 2025 69,000 sq. ft. Fitzroy House London, U.K.
Removed
Leased 2025 68,000 sq. ft. 100 Church Street New York, New York Leased 2024 65,000 sq. ft. 353 North Clark Street Chicago, Illinois Leased 2033 57,000 sq. ft. 32 Crosby Drive Bedford, Massachusetts Leased 2026 52,000 sq. ft. 350 E Cermak Rd Chicago, Illinois Leased 2027 51,000 sq. ft.
Removed
In addition to the above, we currently lease an aggregate of nearly 464,000 square feet of administrative, sales and disaster preparedness facilities in various cities around the word. Subsequent to year end, we entered into a lease in New York City with approximately 143,000 square feet of space.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAssessments 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 42 condition, results of operations, or liquidity.
Biggest changeAssessments 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePlan 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) 8,603 (1) $ 83.20 (1) 37,803 Equity compensation plans not approved by security holders (2) 4 (2) — (2) — TOTAL 8,607 $ 83.20 37,803 (1) The 2013 Omnibus Employee Incentive Plan was approved by our stockholders in May 2013.
Biggest changePlan 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.
(2) This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors. All of the 4,000 securities to be issued are restricted stock shares that do not have an exercise price. For more information concerning these plans, see Note 11 to our consolidated financial statements, which are included in this Annual Report.
(2) This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors. All of the 5,000 securities to be issued are restricted stock shares that do not have an exercise price. For more information concerning these plans, see Note 11 to our consolidated financial statements, which are included in this Annual Report.
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 2023. 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 2023.
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.
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, 2023: • 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, 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.
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 6, 2024, there were approximately 629 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 3, 2025, there were approximately 647 holders of record of our common stock.
Of the 8.6 million securities to be issued upon exercise, 2.5 million are options with a 44 weighted average exercise price of $83.20 and the remaining 6.1 million 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 6.9 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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeThese measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows: Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Year Ended December 31, Year Ended December 31, Year Ended December 31, Year Ended December 31, Operating income adjustments: 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 Total revenues, less transaction-based expenses $ 4,440 $ 4,071 $ 3,856 $ 2,231 $ 2,092 $ 1,883 $ 1,317 $ 1,129 $ 1,407 $ 7,988 $ 7,292 $ 7,146 Operating expenses 1,281 1,209 1,333 1,420 1,373 1,354 1,593 1,072 1,010 4,294 3,654 3,697 Less: Amortization of acquisition-related intangibles 65 67 73 168 180 180 515 363 369 748 610 622 Less: Transaction and integration costs — — 59 — — — 269 91 39 269 91 98 Less: Other 17 — — — — — — — — 17 — — Adjusted operating expenses $ 1,199 $ 1,142 $ 1,201 $ 1,252 $ 1,193 $ 1,174 $ 809 $ 618 $ 602 $ 3,260 $ 2,953 $ 2,977 Operating income/(loss) $ 3,159 $ 2,862 $ 2,523 $ 811 $ 719 $ 529 $ (276) $ 57 $ 397 $ 3,694 $ 3,638 $ 3,449 Adjusted operating income $ 3,241 $ 2,929 $ 2,655 $ 979 $ 899 $ 709 $ 508 $ 511 $ 805 $ 4,728 $ 4,339 $ 4,169 Operating margin 71 % 70 % 65 % 36 % 34 % 28 % (21) % 5 % 28 % 46 % 50 % 48 % Adjusted operating margin 73 % 72 % 69 % 44 % 43 % 38 % 39 % 45 % 57 % 59 % 59 % 58 % Non-operating income adjustments: Net income attributable to ICE common stockholders $ 2,368 $ 1,446 $ 4,058 Add: Amortization of acquisition-related intangibles 748 610 622 Add: Transaction and integration costs 269 91 98 Less: Gain on sale and fair value adjustment of equity investments and dividends received, net — (41) (1,321) Less: Gain on deconsolidation of Bakkt — — (1,419) Add: Net losses from and impairment of unconsolidated investees 122 1,340 42 Add/(Less): Net interest (income)/expense on pre-acquisition-related debt and debt extinguishment (12) 89 4 Add: Other 196 9 9 Add/(Less): Net income tax effect for the above items and deferred tax adjustments (309) (579) 587 Add/(Less): Deferred tax adjustments on acquisition-related intangibles (126) 9 183 Less: Other tax adjustments $ (79) $ — $ — Adjusted net income attributable to ICE common stockholders $ 3,177 $ 2,974 $ 2,863 Diluted earnings per share attributable to ICE common stockholders $ 4.19 $ 2.58 $ 7.18 Adjusted diluted earnings per share attributable to ICE common stockholders $ 5.62 $ 5.30 $ 5.06 Diluted weighted average common shares outstanding 565 561 565 Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results. 75 Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction.
Biggest changeThese measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows: 72 Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Year Ended December 31, Operating income adjustments: 2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 Total revenues, less transaction-based expenses $ 4,959 $ 4,440 $ 4,071 $ 2,298 $ 2,231 $ 2,092 $ 2,022 $ 1,317 $ 1,129 $ 9,279 $ 7,988 $ 7,292 Operating expenses 1,323 1,281 1,209 1,455 1,420 1,373 2,192 1,593 1,072 4,970 4,294 3,654 Less: Amortization of acquisition-related intangibles 67 65 67 152 168 180 792 515 363 1,011 748 610 Less: Transaction and integration costs — — — — — — 102 269 91 102 269 91 Less: Regulatory matters 5 11 — 10 — — — — — 15 11 — Less: Other 11 6 — 21 — — — — — 32 6 — Adjusted operating expenses $ 1,240 $ 1,199 $ 1,142 $ 1,272 $ 1,252 $ 1,193 $ 1,298 $ 809 $ 618 $ 3,810 $ 3,260 $ 2,953 Operating income/(loss) $ 3,636 $ 3,159 $ 2,862 $ 843 $ 811 $ 719 $ (170) $ (276) $ 57 $ 4,309 $ 3,694 $ 3,638 Adjusted operating income $ 3,719 $ 3,241 $ 2,929 $ 1,026 $ 979 $ 899 $ 724 $ 508 $ 511 $ 5,469 $ 4,728 $ 4,339 Operating margin 73 % 71 % 70 % 37 % 36 % 34 % (8) % (21) % 5 % 46 % 46 % 50 % Adjusted operating margin 75 % 73 % 72 % 45 % 44 % 43 % 36 % 39 % 45 % 59 % 59 % 59 % Net income adjustments: Net income attributable to ICE $ 2,754 $ 2,368 $ 1,446 Add: Amortization of acquisition-related intangibles 1,011 748 610 Add: Transaction and integration costs 102 269 91 (Less)/Add: Litigation and regulatory matters (145) 11 9 Add: Net losses from and impairment of unconsolidated investees 62 122 1,340 Add/(Less): Loss/(Gain) on sale and fair value adjustments of equity investments and dividends received 1 3 (41) (Less)/Add: Net interest (income)/expense on pre-acquisition-related debt and debt extinguishment — (12) 89 Add: Other 26 182 — Less: Net income tax effect for the above items and deferred tax adjustments (268) (309) (579) (Less)/Add: Deferred tax adjustments on acquisition-related intangibles (43) (126) 9 Less: Other tax adjustments (3) (79) — Adjusted net income attributable to ICE $ 3,497 $ 3,177 $ 2,974 Diluted earnings per share attributable to ICE common stockholders $ 4.78 $ 4.19 $ 2.58 Adjusted diluted earnings per share attributable to ICE common stockholders $ 6.07 $ 5.62 $ 5.30 Diluted weighted average common shares outstanding 576 565 561 Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.
These 2023 tax benefits were partially offset by the impact of the U.K. corporate income tax increase from 19% to 25% effective April 1, 2023 and the tax impact of certain non-deductible Black Knight acquisition costs.
These benefits were partially offset by the impact of the U.K. corporate income tax increase from 19% to 25% effective April 1, 2023, and the tax impact of certain non-deductible Black Knight acquisition costs.
If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference. Alternatively, we may choose to bypass the qualitative option and perform quantitative testing to determine if the fair value is less than the carrying value.
Alternatively, we may choose to bypass the qualitative option and perform quantitative testing to determine if the fair value is less than the carrying value. If the fair value of the goodwill or indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in earnings in an amount equal to the difference.
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 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 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.
Significant assumptions typically include revenue growth rates and expense synergies that form the basis of the forecasted results and the discount rate. Our goodwill and other indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired.
Significant assumptions 76 typically include revenue growth rates and expense synergies that form the basis of the forecasted results and the discount rate. Our goodwill and other indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired.
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 transaction and clearing revenues when invoiced.
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.
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.
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.
These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. The majority of our identifiable assets are located in the U.S. and U.K.
Our products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. The majority of our identifiable assets are located in the U.S. and U.K.
On May 23, 2022, we issued $8.0 billion in aggregate principal amount of new senior notes, comprised of the following: • $1.25 billion in aggregate principal amount of 3.65% senior notes due in 2025, or the 2025 Notes; 72 • $1.5 billion in aggregate principal amount of 4.00% senior notes due in 2027, or the 2027 Notes; • $1.25 billion in aggregate principal amount of 4.35% senior notes due in 2029, or the 2029 Notes; • $1.5 billion in aggregate principal amount of 4.60% senior notes due in 2033, or the 2033 Notes; • $1.5 billion in aggregate principal amount of 4.95% senior notes due in 2052, or the 2052 Notes; and • $1.0 billion in aggregate principal amount of 5.20% senior notes due in 2062, or the 2062 Notes.
On May 23, 2022, we issued $8.0 billion in aggregate principal amount of new senior notes, comprised of the following: • $1.25 billion in aggregate principal amount of 3.65% senior notes due in 2025, or the 2025 Notes; • $1.5 billion in aggregate principal amount of 4.00% senior notes due in 2027, or the 2027 Notes; • $1.25 billion in aggregate principal amount of 4.35% senior notes due in 2029, or the 2029 Notes; • $1.5 billion in aggregate principal amount of 4.60% senior notes due in 2033, or the 2033 Notes; • $1.5 billion in aggregate principal amount of 4.95% senior notes due in 2052, or the 2052 Notes; and • $1.0 billion in aggregate principal amount of 5.20% senior notes due in 2062, or the 2062 Notes.
In addition, our data offerings include near real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of the U.S. residential mortgage market, as well as credit and prepayment models, custom and proprietary analytics, valuation, and MLS solutions.
In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of the U.S. residential mortgage market, as well as credit and prepayment models, custom and proprietary analytics, valuation, and MLS solutions.
As a result, we may incur acquisition-related transaction costs in future periods. 66 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 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.
We use these adjusted results because we believe they more clearly highlight trends in 74 our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
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.
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.
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.
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.
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.
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.
These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the 79 determination of fair value and/or impairment.
These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the determination of fair value and/or impairment.
We 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 those venues. • 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. • 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.
Acquisition-Related Transaction and Integration Costs In 2023, we incurred $269 million in acquisition-related transaction and integration costs primarily due to legal, consulting and integration expenses related to our acquisition and integration of Black Knight and our integration of Ellie Mae.
In 2023, we incurred $269 million in acquisition-related transaction and integration costs primarily due to legal, banker, consulting and integration expenses related to our acquisition and integration of Black Knight and our integration of Ellie Mae.
The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders and adjusted diluted earnings per share, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance.
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.
Other than the facilities for the ICE Clearing Houses, our Credit Facility, our Term Loan and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. 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 for further discussion.
Cash liquidity payments, routing and clearing fees were $1.6 billion and $1.8 billion in 2023 and 2022, respectively. Operating Expenses, Operating Income and Operating Margin The following chart summarizes our Exchanges 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.
Cash liquidity payments, routing and clearing fees were $1.8 billion and $1.6 billion in 2024 and 2023, respectively. Operating Expenses, Operating Income and Operating Margin The following chart summarizes our Exchanges 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.
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 2022 compared to 2021 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 2023 compared to 2022 refer to Part II, Item 7.
This does not adjust for year-over-year foreign exchange fluctuations. 60 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. 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.
Tax Policy Changes The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.
The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024.
In both 2023 and 2022, 11%, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly.
In both 2024 and 2023, 11% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly.
The EU member states and many other countries, including the U.K., our most significant non-US jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K.
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.
Equity options revenues, net of transaction-based expenses, were $115 million and $103 million in 2023 and 2022, respectively. • OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.
Equity options revenues, net of transaction-based expenses, were $124 million and $115 million in 2024 and 2023, respectively. • OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.
We recognize specifically identifiable intangibles, such as customer relationships, trademarks, technology, trading products, data, exchange registrations, backlog, trade names and licenses when a specific right or contract is acquired.
We recognize specifically identifiable intangibles, such as customer relationships, developed technology, trading products, data and databases, trademarks and trade names, exchange registrations, backlog, and licenses when a specific right or contract is acquired.
We entered into foreign currency hedging transactions during 2023 and 2022 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 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.
Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar during 2023, our Fixed Income and Data Services revenues were higher by $3 million in 2023 than in 2022.
Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar during 2024, our Fixed Income and Data Services revenues were higher by $3 million in 2024 than in 2023.
Included in the acquisition-related transaction and integration costs was $55 million of Black Knight replacement restricted stock awards that accelerated due to the Divestitures and certain terminations. We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth.
Included in the acquisition-related transaction and integration costs in 2023 were $55 million of Black Knight replacement restricted stock awards that accelerated due to the Divestitures and certain terminations. We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth.
Our Commercial Paper notes had original maturities of 4 to 45 days, with a weighted average interest rate of 5.70% per annum and a weighted average maturity of 32 days. Our Term Loan has a maturity date of August 31, 2025 and bears interest at a rate of 6.3% as of December 31, 2023.
Our Commercial Paper notes had original maturities of 4 to 45 days, with a weighted average interest rate of 5.70% per annum and a weighted average maturity of 32 days. Our Term Loan had a maturity date of August 31, 2025 and bore interest at a rate of 6.3% as of December 31, 2023.
For details on trends in recent prior-year periods, refer to our 2022 and 2021 Annual Reports on Form 10-K. 51 Exchanges Segment The following presents selected statements of income data for our Exchanges segment (dollars in millions): (1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.
For details on trends in recent prior-year periods, refer to our 2023 and 2022 Annual Reports on Form 10-K. 49 Exchanges Segment The following presents selected statements of income data for our Exchanges segment (dollars in millions): (1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 2, 2023. 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 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.
Business Environment and Market Trends Our business environment has been characterized by: • globalization of marketplaces, customers and competitors; • growing customer demand for workflow efficiency and automation; • commodity, interest rate, inflation rate and financial markets volatility and uncertainty; • growing demand for data to inform customers' risk management and investment decisions; • evolving, increasing and disparate regulation across multiple jurisdictions; • price volatility increasing customers' demand for risk management services; • increasing focus on capital and cost efficiencies; • customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and product diversity; • the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements; • rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology; and • consolidation and increasing competition among global markets for trading, clearing and listings.
Business Environment and Market Trends Our business environment has been characterized by: • globalization of marketplaces, customers and competitors; • growing customer demand for workflow efficiency and automation; • commodity, interest rate, inflation rate and financial markets volatility and uncertainty; • growing demand for data to inform customers' risk management and investment decisions; • evolving, increasing and disparate regulation across multiple jurisdictions; • price volatility increasing customers' demand for risk management services; • increasing focus on capital and cost efficiencies; • customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and product diversity; • the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements; • emerging technology initiatives and offerings in our markets, including the use of artificial intelligence and machine learning; • rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology; and • consolidation and increasing competition among global markets for trading, clearing and listings.
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 $293 million and $499 million in 2023 and 2022, 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 $679 million and $293 million in 2024 and 2023, respectively.
Amounts required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $1.8 billion is available for working capital and general corporate purposes, including, but not limited to, acting as a 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 $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.
Data and Analytics revenues include those related to ICE Mortgage Technology's Data & Document Automation and Mortgage Analyzer solutions, or Analyzer (formerly known as AIQ), which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities. Analyzer revenues can be both recurring and transaction-based in nature.
Data and Analytics revenues include those related to ICE Mortgage Technology's Data & Document Automation and Mortgage Analyzer solutions, or Analyzer, which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities. Analyzer revenues can be both recurring and transaction-based in nature.
As of December 31, 2023, we, through NYSE, have net obligations of $102 million related to our pension and other benefit programs. The date of payment under these net obligations cannot be determined. See Note 17 to our consolidated financial statements for additional information on our pension and other benefit programs.
As of December 31, 2024, we, through NYSE, have net obligations of $82 million related to our pension and other benefit programs. The date of payment under these net obligations cannot be determined. See Note 17 to our consolidated financial statements for additional information on our pension and other benefit programs.
In 2022, after recording our share of Bakkt's equity method losses, which included Bakkt's impairment charge, we recorded an impairment charge on our investment in Bakkt to its fair value as other expense.
During 2022, after recording our share of Bakkt's equity method losses, which included an impairment charge recorded by Bakkt, we recorded an impairment in our investment in Bakkt to its fair value as other expense.
Changes in Accumulated Other Comprehensive Income/ (Loss) from Foreign Currency Translation Adjustments (in millions) Balance, as of January 1, 2021 $ (134) Net current period other comprehensive income/(loss) (16) Balance, as of December 31, 2021 (150) Net current period other comprehensive income/(loss) (128) Balance, as of December 31, 2022 (278) Net current period other comprehensive income/(loss) 48 Balance, as of December 31, 2023 $ (230) The future impact on our business relating to the U.K. leaving the EU and the corresponding regulatory changes are uncertain at this time, including future impacts on currency exchange rates.
Changes in Accumulated Other Comprehensive Income/ (Loss) from Foreign Currency Translation Adjustments (in millions) Balance, as of January 1, 2022 $ (150) Net current period other comprehensive loss (128) Balance, as of December 31, 2022 (278) Net current period other comprehensive income 48 Balance, as of December 31, 2023 (230) Net current period other comprehensive loss (55) Balance, as of December 31, 2024 $ (285) The future impact on our business relating to the U.K. leaving the EU and the corresponding regulatory changes are uncertain at this time, including future impacts on currency exchange rates.
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 both 2023 and 2022, 9% 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 2024 and 2023, 8% and 9%, respectively, of our operating expenses were billed in pounds sterling or euros.
In the event of continued inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts. 84
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
Certain debt activities, such as the early termination of notes, pre-acquisition interest and expense and accelerated amortization of debt costs are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature.
We adjust for certain items related to our debt. Certain debt activities, such as the early termination of notes, pre-acquisition interest and expense and accelerated amortization of debt costs are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature.
A 10% adverse change in the underlying foreign currency exchange rates as of December 31, 2023, 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 $1 million.
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.
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 global regulatory demands; • greater use of fair value accounting standards and reliance on independent valuations; 50 • 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; • 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; 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.
(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. GAAP.
(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.
In addition, in 2023 we incurred interest expense of $88 million on borrowings under our Term Loan facility and issuances under our Commercial Paper Program (each as defined in "Liquidity and Capital Resources—Debt"), both of which partially funded the Black Knight acquisition.
In 2024 and 2023, we incurred interest expense of $132 million and $88 million, respectively, on borrowings under our Commercial Paper Program and Term Loan facility (each as defined in "Liquidity and Capital Resources—Debt"), both of which partially funded the Black Knight acquisition.
The combined net periodic expense/(benefit) of these plans was ($2 million) and $2 million in 2023 and 2022, respectively. Non-controlling Interest For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests.
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.
As of December 31, 2023, of the $3.9 billion that was available for borrowing under the Credit Facility, $2.0 billion was required to backstop the amount outstanding under the Commercial Paper Program and $172 million was required to support certain broker-dealer and other subsidiary commitments.
As of December 31, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $529 million was required to backstop the amount outstanding under the Commercial Paper Program and $172 million was required to support certain broker-dealer and other subsidiary commitments.
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 1.2732, 1.2093 and 1.3524 as of December 31, 2023, 2022, and 2021, 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 1.2514, 1.2732 and 1.2093 as of December 31, 2024, 2023, and 2022, 79 respectively.
(1) 2021, 2022, and 2023 acquisition and integration costs, net of divestitures excludes $1.2 billion, $741 million, and $187 million of proceeds from sales of our Coinbase, Euroclear, and Dun & Bradstreet investments, respectively. 70 We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities.
(1) 2022 and 2023 acquisition and integration costs, net of divestitures excludes $741 million and $187 million of proceeds from sales of our Euroclear and Dun & Bradstreet investments, respectively. 67 We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities.
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 $696 million in 2023 from 2022.
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.
However, we cannot provide assurance that such financing or transactions will be available or successful, or that the terms of such financing or transactions will be favorable to us. See “-Risk Factors" and Note 10 to our consolidated financial statements, included in this Annual Report.
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.
We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, the inflationary environment, geopolitical events and military conflicts, including repercussions from the conflicts in Ukraine, Israel and Gaza and the impact that any of the foregoing may have on the global economy and on our business.
We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, geopolitical events and military conflicts, including repercussions from the conflicts in Ukraine and the Middle East, and the impact that any of the foregoing may have on the global economy and on our business.
We incurred foreign currency transaction losses of $12 million and $9 million in 2023 and 2022, 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 81 and euro relative to the U.S. dollar.
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.
Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the OECD Global Anti-Base Erosion Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods ending on or before June 30, 2028. These new U.K.
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.
We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $600 million and $650 million in 2024, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
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.
These adjusted figures are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below. 61 Mortgage Technology Segment The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions): (1) Servicing Software is a new revenue category following completion of the Black Knight acquisition.
These adjusted numbers are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below. 58 Mortgage Technology Segment The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions): (1) Servicing Software was a new revenue category beginning in 2023 following completion of the Black Knight acquisition.
From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events in Ukraine, Israel, Gaza and surrounding regions.
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.
Refer to Note 14 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and 82 guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $80.8 billion as of December 31, 2023.
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.
The 16% effective tax rate for the current year was below the statutory U.S. federal corporate income tax rate primarily driven by the following factors: favorable audit settlements for historical years, favorable state apportionment changes and the application of the high-tax exception to Global Intangible Low-Taxed Income.
The 16% effective tax rate in 2023 was below the statutory federal income tax rate primarily driven by the following factors: favorable audit settlements for historical years, favorable state apportionment changes and the application of the high-tax exception to Global Intangible Low-Taxed Income.
The increase in revenues includes $115 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar in 2022 as compared to 2021. • Operating expenses increased $640 million in 2023 from 2022.
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.
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, 2023 2022 Change 2022 2021 Change NYSE cash equities (shares in millions): Total cash handled volume 2,231 2,409 (7) % 2,409 2,317 4 % Total cash market share matched 19.9 % 19.9 % — 19.9 % 19.9 % — NYSE equity options (contracts in thousands): NYSE equity options volume 7,900 7,621 4 % 7,621 7,162 6 % Total equity options volume 40,369 38,244 6 % 38,244 37,170 3 % NYSE share of total equity options 19.6 % 19.9 % (0.3 pts) 19.9 % 19.3 % 0.6 pts Revenue capture or rate per contract: Cash equities rate per contract (per 100 shares) $0.048 $0.045 6 % $0.045 $0.042 8 % Equity options rate per contract $0.06 $0.05 7 % $0.05 $0.06 (9) % 57 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: 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.
Our exposure to foreign denominated earnings in 2023 and 2022 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates): Year Ended December 31, 2023 Year Ended December 31, 2022 Pound Sterling Euro Pound Sterling Euro Average exchange rate to the U.S. dollar in the current year $ 1.2438 $ 1.0817 $ 1.2376 $ 1.0540 Average exchange rate to the U.S. dollar in the prior year $ 1.2376 $ 1.0540 $ 1.3762 $ 1.1835 Average exchange rate increase/(decrease) 1 % 3 % (10) % (11) % Foreign denominated percentage of: Revenues, less transaction-based expenses 7 % 7 % 7 % 6 % Operating expenses 7 % 2 % 7 % 2 % Operating income 7 % 14 % 7 % 11 % Impact of the currency fluctuations (1) on: Revenues, less transaction-based expenses $ 1 $ 16 $ (59) $ (56) Operating expenses $ 2 $ 2 $ (30) $ (8) Operating income $ (1) $ 14 $ (29) $ (48) (1) Represents the impact of currency fluctuation for the year compared to the same period in the prior year.
Our exposure to foreign denominated earnings in 2024 and 2023 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates): 78 Year Ended December 31, 2024 Year Ended December 31, 2023 Pound Sterling Euro Pound Sterling Euro Average exchange rate to the U.S. dollar in the current year $ 1.2781 $ 1.0820 $ 1.2438 $ 1.0817 Average exchange rate to the U.S. dollar in the prior year $ 1.2438 $ 1.0817 $ 1.2376 $ 1.0540 Average exchange rate increase/(decrease) 3 % — % 1 % 3 % Foreign denominated percentage of: Revenues, less transaction-based expenses 7 % 8 % 7 % 7 % Operating expenses 6 % 2 % 7 % 2 % Operating income 8 % 15 % 7 % 14 % Impact of the currency fluctuations (1) on: Revenues, less transaction-based expenses $ 18 $ — $ 1 $ 16 Operating expenses $ 8 $ — $ 2 $ 2 Operating income $ 10 $ — $ (1) $ 14 (1) Represents the impact of currency fluctuation for the year compared to the same period in the prior year.
Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions): Year Ended December 31, 2023 2022 2021 Net cash provided by operating activities $ 3,542 $ 3,554 $ 3,123 Less: Capital expenditures (190) (225) (179) Less: Capitalized software development costs (299) (257) (273) Free cash flow 3,053 3,072 2,671 Add/(less): Section 31 fees, net 144 (166) 150 Adjusted free cash flow $ 3,197 $ 2,906 $ 2,821 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, 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.
Depreciation and Amortization Expenses Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, software, furniture, fixtures and equipment over their estimated useful lives. This expense includes amortization of intangible assets obtained in our acquisitions of businesses, as well as on various licensing agreements, over their estimated useful lives.
Depreciation and Amortization Expenses Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, purchased software, internally-developed software, furniture, fixtures and equipment over their estimated useful lives. This expense includes amortization of intangible assets obtained in our acquisitions of businesses over their estimated useful lives.
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, 2023 2022 2021 Net cash provided by/(used in): Operating activities $ 3,542 $ 3,554 $ 3,123 Investing activities (8,797) 677 (786) Financing activities (64,345) (1,841) 62,026 Effect of exchange rate changes 7 (23) (6) Net increase in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds $ (69,593) $ 2,367 $ 64,357 Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain items, including depreciation and amortization, deferred taxes, stock-based compensation and the effects of changes in working capital.
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.
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. • Revenues, less transaction-based expenses, increased $146 million in 2022 from 2021.
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. • Revenues, less transaction-based expenses, increased $696 million in 2023 from 2022.
It has an equal and offsetting claim to and from its respective participants on opposite sides of the physically-settled contract, each of which is reflected as a delivery contract receivable with an offsetting delivery contract payable.
ICE NGX administers the physical delivery of energy trading contracts. It has an equal and offsetting claim to and from its respective participants on opposite sides of the physically-settled contract, each of which is reflected as a delivery contract receivable with an offsetting delivery contract payable.
See “- Non-GAAP Financial Measures” below. 58 Fixed Income and Data Services Segment The following charts and table present our selected statements of income data for our Fixed Income and Data Services segment (dollars in millions): (1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance.
See “- Non-GAAP Financial Measures” below. 55 Fixed Income and Data Services Segment The following charts and table present our selected statements of income data for our Fixed Income and Data Services segment (dollars in millions): (1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.
As of December 31, 2023, ASV was $1.752 billion, which increased 4.2% compared to the ASV as of December 31, 2022. ASV represents nearly 100% of total data services revenues for this segment.
As of December 31, 2024, ASV was $1.838 billion, which increased 4.9% compared to the ASV as of December 31, 2023. ASV represents nearly 100% of total data services revenues for this segment.
Conversely, increases in mortgage interest rates in 2022 and 2023 have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment. If mortgage rates remain high or further increase, or if banks change their mortgage lending practices, our Mortgage Technology segment revenues may be further impacted.
Conversely, increases in mortgage interest rates in 2023 and to a 44 lesser extent, 2024, have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment. If mortgage rates remain high or further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted.
As of December 31, 2023, our cumulative UTBs were $268 million, and accrued interest and penalties related to UTBs were $32 million. We are under examination by various tax authorities.
As of December 31, 2024, our cumulative UTBs were $274 million, and accrued interest and penalties related to UTBs were $47 million. We are under examination by various tax authorities.
The decrease in Section 31 fees was primarily due to a decrease in rates. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required. The total amount is included in current liabilities and was $79 million as of December 31, 2023.
The increase in Section 31 fees was primarily due to an increase in rates and volumes. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC semi-annually as required. The total amount is included in current liabilities and was $316 million as of December 31, 2024.
Other tax adjustments of $79 million in 2023 are primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment changes in prior years.
The $79 million other tax adjustments in 2023 were primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment charges in prior years.
Revenues from closing solutions are largely transaction-based and are based on the volume of loans closed. • Servicing software: Our servicing software revenues include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce risk and improve financial performance.
Our servicing software revenues include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce risk and improve financial performance.
Interest rate futures and options revenues were $299 million and $292 million in 2023 and 2022, respectively. – Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 15% and revenue decreased 12% in 2023 from 2022.
Interest rate futures and options revenues were $399 million and $299 million in 2024 and 2023, respectively. – Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 6% and revenue decreased 1% in 2024 from 2023.
During 2023, we paid cash dividends of $1.68 per share of our common stock in the aggregate, including quarterly dividends of $0.42 per share, for an aggregate payout of $955 million, which includes the payment of dividend equivalents on unvested employee restricted stock units.
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.
The increase in revenues was primarily due to net interest income on collateral balances. • Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 2% in 2023 from 2022 primarily due to strength in our index business and growth in our pricing and reference data business. • Other Data and Network Services: Our other data and network services revenues increased 7% in 2023 from 2022.
The overall decrease in revenues was primarily due to lower net interest income on collateral balances. • Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 5% in 2024 from 2023 primarily due to growth in our pricing and reference data business and strength in our index business. • Other Data and Network Services: Our other data and network services revenues increased 5% in 2024 from 2023.

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Other ICE 10-K year-over-year comparisons