Intercontinental Exchange (ICE) 10-K risk factor changes: FY2021 vs FY2020

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.” [removed: The following] [added: For] discussion [removed: is qualified in its entirety by, and should be read in conjunction with,] [added: related to] the [removed: more detailed information contained] [added: results of operations and changes] in [added: financial condition for 2020 compared to 2019 refer to Part II,] Item [removed: 6.][added: 7.]

[removed: Selected] [added: See Part II, Item 7, "Management's Discussion and Analysis of] Financial [removed: Data] [added: Condition] and [added: Results of Operations – Debt," and Note 10 to] our consolidated financial statements included in this Annual Report.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2019] [added: 2020] Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February [removed: 6, 2020.*][added: 4, 2021.*]

We are a provider of [removed: marketplace] [added: market] infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

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

- In our Fixed Income and Data Services segment, we provide fixed income pricing, reference data, [removed: indices] [added: indices, analytics] and execution services as well as global CDS clearing and multi-asset class data delivery solutions.

[removed: The] [added: Since March 2020, the] coronavirus (COVID-19) pandemic has created economic and financial disruptions globally and has led governmental authorities to take unprecedented measures to mitigate the spread of the disease, including travel bans, border closings, business closures, quarantines and shelter-in-place orders, and to take actions designed to stabilize markets and promote economic growth.

However, due to the COVID-19 pandemic, we have taken preventative measures and implemented contingency plans, and [removed: currently most] [added: many] of our employees are [removed: working] [added: continuing to work] remotely.

[removed: These] [added: We believe that our global office closures and phased re-opening] measures [removed: are] [added: were and continue to be] in compliance, as necessary, with local government directives and social distancing directives.

The extent of the impact of the pandemic on our business will depend [removed: largely] on future developments, including the duration, spread and severity of the outbreak, the [removed: distribution, public acceptance and widespread use and] effectiveness of vaccines against COVID-19 [added: over the long term] and [added: against new and emerging variants thereof, and] the actions taken to contain the spread of the disease or mitigate its impact.

[removed: Additionally, on January 11,] [added: On October 15,] 2021, [removed: Bakkt, our majority-owned indirect subsidiary, entered into a definitive agreement and plan of merger,] [added: Bakkt Holdings, LLC,] or [removed: the Merger Agreement, to combine] [added: Bakkt, completed its merger] with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park [removed: Capital.][added: Capital, or VPC.]

As part of the transaction, Bakkt’s existing equity holders and management [removed: will roll] [added: rolled] 100% of their equity into the combined [removed: company.][added: company, and are subject to a six-month lockup period.]

[removed: Assuming no] [added: Certain] shareholders of VIH [removed: exercise] [added: exercised] their redemption rights, [removed: current] [added: and at closing,] Bakkt equity holders, including ICE, [removed: will own] [added: owned] approximately [removed: 78%] [added: 81%] of the combined company, VIH’s public shareholders [removed: will own] [added: owned] approximately [removed: 8%,] [added: 5%,] VPC [removed: will own] [added: owned] 2%, and PIPE investors (a group that [removed: will] also [removed: include] [added: includes] us) [removed: will own] [added: owned] approximately 12% of the issued and outstanding common stock of the combined [removed: company at closing; ICE is expected to have a 65% economic interest in the combined company at the Closing, which is expected to occur in the second quarter of 2021.][added: company.]

[removed: ][added: ]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | [added: | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | Change | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | Change | | |

| Revenues, less transaction-based expenses | | | $ | [removed: 6,036] [added: 7,146] | | | | | $ | [removed: 5,202] [added: 6,036] | | | | | | | | [removed: 16] [added: 18] | | % | | | | $ | [removed: 5,202] [added: 6,036] | | | | | $ | [removed: 4,979] [added: 5,202] | | | | | | | | [removed: 4] [added: 16] | | % |

| Operating expenses | | | $ | [removed: 3,003] [added: 3,697] | | | | | $ | [removed: 2,529] [added: 3,003] | | | | | | | | [removed: 19] [added: 23] | | % | | | | $ | [removed: 2,529] [added: 3,003] | | | | | $ | [removed: 2,396] [added: 2,529] | | | | | | | | [removed: 6] [added: 19] | | % |

| Adjusted operating expenses(1) | | | $ | [removed: 2,495] [added: 2,977] | | | | | $ | [removed: 2,189] [added: 2,495] | | | | | | | | [removed: 14] [added: 19] | | % | | | | $ | [removed: 2,189] [added: 2,495] | | | | | $ | [removed: 2,071] [added: 2,189] | | | | | | | | [removed: 6] [added: 14] | | % |

| Operating income | | | $ | [removed: 3,033] [added: 3,449] | | | | | $ | [removed: 2,673] [added: 3,033] | | | | | | | | [removed: 13] [added: 14] | | % | | | | $ | [removed: 2,673] [added: 3,033] | | | | | $ | [removed: 2,583] [added: 2,673] | | | | | | | | [removed: 3] [added: 13] | | % |

| Adjusted operating income(1) | | | $ | [removed: 3,541] [added: 4,169] | | | | | $ | [removed: 3,013] [added: 3,541] | | | | | | | | 18 | | % | | | | $ | [removed: 3,013] [added: 3,541] | | | | | $ | [removed: 2,908] [added: 3,013] | | | | | | | | [removed: 4] [added: 18] | | % |

| Operating margin | | | [removed: 50] [added: 65] | | % | | | | [removed: 51] [added: 66] | | % | | | | | | | (1 pt) | | | | | | [removed: 51] [added: 66] | | % | | | | [removed: 52] [added: 66] | | % | | | | | | | [removed: (1 pt)] [added: —] | | |

| Adjusted operating margin(1) | | | [removed: 59] [added: 58] | | % | | | | [removed: 58] [added: 59] | | % | | | | | | | [removed: 1 pt] [added: (1 pt)] | | | | | | [removed: 58] [added: 59] | | % | | | | 58 | | % | | | | | | | [removed: —] [added: 1 pt] | | |

| Other income (expense), net | | | $ | [removed: (267)] [added: 2,249] | | | | | $ | [removed: (192)] [added: (267)] | | | | | | | | [removed: 39] [added: n/a] | | [removed: %] | | | | $ | [removed: (192)] [added: (267)] | | | | | $ | [removed: (63)] [added: (192)] | | | | | | | | [removed: 203] [added: 39] | | % |

| Income tax expense [removed: (benefit)] | | | $ | [removed: 658] [added: 1,629] | | | | | $ | [removed: 521] [added: 658] | | | | | | | | [removed: 26] [added: 148] | | % | | | | $ | [removed: 521] [added: 658] | | | | | $ | [removed: 500] [added: 521] | | | | | | | | [removed: 4] [added: 26] | | % |

| Effective tax rate | | | [removed: 24] [added: 29] | | % | | | | [removed: 21] [added: 24] | | % | | | | | | | [removed: 3] [added: 5] pts | | | | | | [removed: 21] [added: 24] | | % | | | | [removed: 20] [added: 21] | | % | | | | | | | [removed: 1 pt] [added: 3 pts] | | |

| Net income attributable to ICE | | | $ | [removed: 2,089] [added: 4,058] | | | | | $ | [removed: 1,933] [added: 2,089] | | | | | | | | [removed: 8] [added: 94] | | % | | | | $ | [removed: 1,933] [added: 2,089] | | | | | $ | [removed: 1,988] [added: 1,933] | | | | | | | | [removed: (3)] [added: 8] | | % |

| Adjusted net income attributable to ICE(1) | | | $ | [removed: 2,500] [added: 2,910] | | | | | $ | [removed: 2,194] [added: 2,449] | | | | | | | | [removed: 14] [added: 19] | | % | | | | $ | [removed: 2,194] [added: 2,449] | | | | | $ | [removed: 2,077] [added: 2,142] | | | | | | | | [removed: 6] [added: 14] | | % |

| Diluted earnings per share attributable to ICE common stockholders | | | $ | [removed: 3.77] [added: 7.18] | | | | | $ | [removed: 3.42] [added: 3.77] | | | | | | | | [removed: 10] [added: 90] | | % | | | | $ | [removed: 3.42] [added: 3.77] | | | | | $ | [removed: 3.43] [added: 3.42] | | | | | | | | [removed: —] [added: 10] | | % |

| Adjusted diluted earnings per share attributable to ICE common stockholders(1) | | | $ | [removed: 4.51] [added: 5.15] | | | | | $ | [removed: 3.88] [added: 4.41] | | | | | | | | [removed: 16] [added: 17] | | % | | | | $ | [removed: 3.88] [added: 4.41] | | | | | $ | [removed: 3.59] [added: 3.79] | | | | | | | | [removed: 8] [added: 16] | | % |

| Cash flows from operating activities | | | $ | [removed: 2,881] [added: 3,123] | | | | | $ | [removed: 2,659] [added: 2,881] | | | | | | | | 8 | | % | | | | $ | [removed: 2,659] [added: 2,881] | | | | | $ | [removed: 2,533] [added: 2,659] | | | | | | | | [removed: 5] [added: 8] | | % |

- Revenues, less transaction-based expenses, increased [removed: $223 million] [added: $1.1 billion] in [removed: 2019] [added: 2021] from [removed: 2018.][added: 2020.]

The increase in revenues includes [removed: $34] [added: $44] million in [removed: unfavorable] [added: favorable] foreign exchange effects arising from the [removed: stronger] [added: weaker] U.S. dollar in [removed: 2019] [added: 2021] from [removed: 2018.][added: 2020.]

- Operating expenses increased [removed: $133] [added: $694] million in [removed: 2019] [added: 2021] from [removed: 2018.][added: 2020.]

The increase in operating expenses includes [removed: $14] [added: $22] million in [removed: favorable] [added: unfavorable] foreign exchange effects arising from the [removed: stronger] [added: weaker] U.S. dollar in [removed: 2019] [added: 2021] from [removed: 2018.][added: 2020.]

- The effective tax rate in 2020 [removed: is] [added: was] higher than the effective tax rate in 2019 primarily due to U.K. tax law changes enacted in July 2020, partially offset by favorable state apportionment changes as a result of our acquisition of Ellie Mae, as well as favorable changes in certain international tax provisions as part of the U.S. Federal Tax Cuts and Jobs Act, or TCJA, in 2019.

As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will [removed: have on us.]

In addition, we have increased our portion of [removed: non-transaction and clearing] [added: recurring] revenues from 34% in 2014 to [removed: 48%] [added: 49%] in [removed: 2020.][added: 2021.]

[removed: This non-transaction revenue includes] [added: These recurring revenues include] data services, listings and various mortgage technology solutions.

- increased automation of fixed [removed: income] [added: income, mortgage] and other less automated markets;

Bakkt is an integrated platform that enables customers and consumers to transact in digital assets.

The business combination between Bakkt and VIH resulted in enterprise value of approximately $2.1 billion, including approximately $479 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $123 million of cash held in VIH’s trust account, and a $325 million concurrent private investment in public equity, or PIPE, of Class A common stock of the combined company and $31 million of cash held in Bakkt accounts.

The PIPE was priced at $10.00 per share and included a $47 million commitment from us.

The newly combined company has been renamed Bakkt Holdings, Inc. and is listed on the New York Stock Exchange, or NYSE.

Following completion of the business combination, we initially held a 68% economic interest and a minority voting interest in the combined company.

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

Following the closing, as a consequence of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt and treat it as an equity method investment within our financial statements.

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

For the three

months ended December 31, 2021, we recorded estimated equity losses of ($92 million) related to our investment in Bakkt.

*Percentage changes in the table above deemed "n/a" are not meaningful.

- Other income (expense), net, in 2021 primarily includes our gain on the Bakkt transaction of $1.4 billion, our gain on the sale of our Coinbase Global, Inc., or Coinbase, investment of $1.2 billion, equity earnings in OCC of $51 million, estimated equity losses in our investment in Bakkt during the post-merger period of $92 million, dividend income from Euroclear plc, or Euroclear, of $60 million, a fair value adjustment gain on our Euroclear investment of $34 million and interest expense of $423 million.

- Other income (expense), net, in 2020 primarily includes interest expense of $357 million, equity earnings in OCC of $71 million, an accrual for potential legal settlements of $30 million, a fair value adjustment gain on our Euroclear investment of $35 million, and gain on the sale of our BIDS Trading, LP, or BIDS, investment of $20 million.

- The effective tax rate in 2021 is higher than the effective tax rate in 2020 primarily due to the deferred income tax impacts resulting from the U.K. tax law changes as well as the Bakkt transaction.

have on us.

Beginning in the first quarter of 2021, origination technology revenues include those related to our ICE Mortgage Technology network (previously reported in closing solutions revenues) and closing solutions revenues now include registration revenues related to MERSCORP Holdings, Inc., or MERS, (previously reported in other revenues).

We believe these changes more accurately reflect how we operate the business.

*Percentage changes in the table above deemed "n/a" are not meaningful.

The increase in rebates is primarily due to the launch of new products, including ICE Murban crude oil futures and the Sterling Overnight Index Average, or SONIA.

–Total oil volume increased 3% in 2021 from 2020 driven by price volatility related to oil supply and demand dynamics and macroeconomic uncertainty in late 2021.

–Our global natural gas futures and options volume decreased 4% in 2021 from 2020 as 2020 benefited from elevated volatility related to COVID-19, partially offset by 2021 continued growth in our TTF and Asian JKM gas complexes driven by the globalization of gas, coupled with heightened price volatility in 2021 related to natural gas supply and demand dynamics in the U.K. and Europe.

–Our environmentals and other futures and options volume increased 18% to record levels in 2021 from 2020 due to an increase in the price of carbon and continued demand for market-based mechanisms to price climate risk and help enable greenhouse gas reduction goals.

The overall decrease in agricultural volumes was due to 2020 benefiting from elevated volatility related to COVID-19 and a sharp decline in oil prices, partially offset by elevated volatility in late 2021 as a result of weather-related supply and demand dynamics impacting our Coffee and Cotton markets as well as geopolitical events impacting our Cocoa markets.

–Sugar futures and options volumes decreased 21% in 2021 from 2020.

–Other agricultural and metal futures and options volumes were flat in 2021 as compared to 2020.

–Interest rate futures and options volume and revenue increased 6% and 23% in 2021 from 2020, respectively, driven by interest rate volatility from increased speculation of central bank activity due to post-pandemic global economic re-opening and inflation concerns.

Other financial futures and options volume decreased as 2020 benefited from elevated volatility across global equity markets driven by the emergence of COVID-19.

- Cash Equities and Equity Options: Cash equities volume decreased 6% in 2021 from 2020 as 2020 benefited from elevated volatility across global equity markets driven by the emergence of COVID-19.

Equity options volume increased 40% in 2021 from 2020 driven by increased participation and higher market share.

Our OTC and other revenues increased 10% in 2021 from 2020.

Following the October 2021 Bakkt transaction, Bakkt revenues are no longer included within our OTC and other revenues.

Listings revenues increased 7% in 2021 from 2020, driven by equity capital markets activity, including an increase in demand for special purpose acquisition company, or SPAC, listings.

In a record year for new issuance, NYSE raised $221 billion in IPOs and follow-on offerings from over 594 transactions, an increase of 20% from $185 billion raised in 2020.

The decrease in Section 31 fees was primarily related to a decline in rates, which were revised in February of both years.

| | | | 2021 | | | | | | 2020 | | | | | | | | | Change | | | | | | 2020 | | | | | | 2019 | | | | | | | | | Change | | |

(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.

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Elevated volatility in 2020 related to COVID-19 benefited 2020 revenues, with volatility and cleared volumes generally returning to more normal levels late in 2021.

For discussion related to the results of operations and changes in financial condition for 2019 compared to 2018 refer to Part II, Item 7.

Much of the revenue reported in the Exchanges segment was previously reported in our Trading & Clearing segment.

However, data services revenues and listings revenues, which are now reported in the Exchanges segment, were previously reported in our Data & Listings segment.

Our CDS Clearing and ICE Bonds transaction revenue was previously reported in our Trading & Clearing segment, while all of our Fixed Income Data & Analytics and Other Data & Network Services revenues were reported in our Data & Listings segment.

Prior to the re-alignment of our business, ICE Mortgage Technology was reported in our Trading & Clearing segment.

In response to government mandates, we closed all of our office facilities between early March and late April 2020, with only our operationally essential employees working on-site at our facilities for business continuity purposes.

As various governments began easing orders requiring office closures in late April, we began a phased re-opening of certain of our office facilities allowing a limited number of operationally non-essential workers to also work on-site.

Acquisition of Ellie Mae

On September 4, 2020, we acquired Ellie Mae for aggregate consideration of $11.4 billion from private equity firm Thoma Bravo.

Ellie Mae is a cloud-based technology solution provider for the mortgage finance industry.

Through its digital lending platform, Ellie Mae provides technology solutions to participants in the mortgage supply chain, including over

3,000 customers and thousands of partners and investors who participate on its open network.

Originators rely on Ellie Mae to securely manage the exchange of data across the mortgage ecosystem to enable the origination of mortgages while adhering to various local, state and federal compliance requirements.

Ellie Mae is a part of our ICE Mortgage Technology business and is included in our Mortgage Technology segment.

From the acquisition date through December 31, 2020, Ellie Mae revenues of $351 million and operating expenses of $250 million were recorded for the year ended December 31, 2020, which are reflected in our mortgage technology revenues and operating expenses, respectively.

The purchase price consisted of $9.5 billion in cash, as adjusted for $335 million of cash and cash equivalents held by Ellie Mae on the date of acquisition, and approximately $1.9 billion, or approximately 18.4 million shares of our common stock, based on our stock price on the acquisition date.

ICE funded the cash portion of the purchase price with net proceeds from our offering of new senior notes in August 2020, together with the issuance of commercial paper and borrowings under a new senior unsecured term loan facility.

Acquisition of Bridge2 Solutions

On February 21, 2020, our Bakkt subsidiary acquired Bridge2 Solutions, a leading provider of loyalty solutions for merchants and consumers.

Bridge2 Solutions enables some of the world’s leading brands to engage customers and drive loyalty.

It powers incentive and employee perk programs for companies across a wide spectrum of industries.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, VIH plans to domesticate and become a Delaware corporation (the “Domestication”) and be renamed “Bakkt Holdings, Inc.” (“Bakkt Pubco”) and, following the Domestication, a subsidiary of VIH plans to merge with and into Bakkt (the “Merger”), with Bakkt surviving the Merger.

Upon the consummation of the Merger (the “Closing”), Bakkt Pubco plans to be organized in an “Up-C” structure in which substantially all of the assets and the business of Bakkt Pubco will be held by Bakkt and its subsidiaries, and Bakkt Pubco’s only direct assets will consist of its membership interests in Bakkt.

Upon the Closing, Bakkt Pubco is expected to have a class of common stock listed on the New York Stock Exchange.

Also on January 11, 2021, concurrently with the execution of the Merger Agreement, VIH entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for additional equity in Bakkt Pubco for an aggregate purchase price equal to $325 million (the “PIPE Investment”).

The PIPE Investors include ICE, and we committed to purchase additional equity in Bakkt Pubco that would comprise up to $50 million of the PIPE Investment.

The PIPE Investment will be consummated immediately prior to the Closing.

The proposed transaction is subject to customary closing conditions, including the approval of VIH’s shareholders and certain regulatory approvals.

At the Closing, ICE, which is expected to own a majority of the common stock of the Bakkt Pubco immediately following the Merger, will enter into a voting agreement with Bakkt Pubco (the “Voting Agreement”).

Pursuant to the Voting Agreement, for so long as we own at least 50% of the total voting power of Bakkt Pubco common stock, we will agree to vote on any matter submitted to a vote or consent of the stockholders of Bakkt Pubco any shares of common stock of Bakkt Pubco owned by us in excess of 30% of the outstanding voting power of Bakkt Pubco, in the same percentages, for and against the relevant matter, as votes are cast by all stockholders of Bakkt Pubco other than ICE.

As a consequence of the Voting Agreement and Bakkt Pubco’s other governance arrangements, following the Closing, we expect to reclassify Bakkt Pubco as our equity method investment and Bakkt will therefore cease to be consolidated with our financial statements.

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- In connection with our acquisition of MERS, we recorded a $110 million gain in other income during 2018.

- The effective tax rate in 2019 was higher than the effective tax rate in 2018 primarily due to the 2018 discrete tax benefits from the acquisition of MERS and the divestiture of Trayport exceeding the net increased tax benefits recorded in 2019 from certain international tax provisions under the TCJA.

We previously operated as two reportable business segments, but effective October 1, 2020, we realigned our businesses as part of a review of, and changes in, our organizational structure following our acquisition of Ellie Mae.

As a result, we changed our internal financial reporting and determined that a change in reportable segments had occurred.

- Our Mortgage Technology segment includes our MERS, Simplifile and Ellie Mae mortgage services businesses.

Our October 1, 2020 change in business segment presentation triggered a reallocation of our segment operating expenses.

The increase in the rebates is due primarily to increased volumes in products with higher rates per contract, an increase in the number of rebate programs offered and an increase in the number of participants within our energy futures and options programs.

- Our business is subject to the impact of [added: interest rate levels, inflation and] financial markets volatility, [removed: including the prices and interest rates underlying our derivative products or] which [removed: impact mortgage origination volumes, due to] [added: may be caused by] conditions that are beyond our control.

- Systems failures in the derivatives and securities trading industry [added: and mortgage technology industry] could negatively impact us.

- We may fail to complete or realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our [removed: acquisitions,] [added: acquisitions or anticipated growth opportunities or expected benefits of our strategic investments,] which could adversely affect the value of our common stock.

Adverse macroeconomic conditions, including recessions, inflation, [removed: high unemployment,] [added: supply chain issues, labor shortages,] government shutdowns, currency fluctuations, interest rate changes, [added: increased mortgage foreclosure volume,] geopolitical [removed: events, climate change,] [added: events or conflicts,] international trade disputes, including the imposition of tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, and in turn impact our business.

If our customers reduce spending, workforce, [added: mortgage origination activity,] trading activity or demand for financial data as a result of challenges in the prevailing economic markets, our revenues could decline.

- heightened capital [added: and margin] requirements or mandated reductions in leverage resulting from new regulations;

[removed: U.S.-China] [added: U.S.] trade and diplomatic tensions, U.S. government policies toward China, including sanctions [removed: laws] [added: laws, executive orders] and [added: other] regulations, and Chinese government policies toward U.S. companies [removed: may] [added: and Chinese companies listed on U.S. exchanges are likely to] impact our existing business and future [removed: opportunities, as well as affect Chinese companies’ ability to do business with us.][added: opportunities.]

In addition, adverse conditions in the residential mortgage lending industry, including a substantial or prolonged decline in mortgage lending [added: volume or an increase in mortgage foreclosure] volume, may [added: increase our costs or] have an adverse effect on our revenues.

For example, clearing members in ICE Clear Europe have provided margin and guaranty funds with an aggregate cash balance of [removed: $38.1] [added: $98.2] billion as of December 31, [removed: 2020] [added: 2021] and a total of [removed: $84.1] [added: $150.4] billion for all of our clearing houses as of December 31, [removed: 2020.][added: 2021.]

[removed: If a number of clearing members substantially reduce their open interest or default, the concentration of risks within our clearing houses will be spread] among a smaller pool of clearing members, which would make it more difficult to absorb and manage risk in the event of a further clearing member’s default.

We cannot assure you these measures and safeguards will be sufficient to protect us [added: from a default or that we will not be materially and adversely affected in the event of a significant default.]

[removed: The] [added: We also have] default insurance [removed: layer] [added: that] resides after and in addition to the ICE Clear Credit, ICE Clear Europe, and ICE Clear U.S. ‘Skin In The Game’ contributions and before the guaranty fund contributions of the non-defaulting clearing members.

As of December 31, [removed: 2020,] [added: 2021,] our clearing houses held [removed: $67.3] [added: $85.0] billion of non-cash margin or guaranty fund contributions in U.S. and other sovereign treasury securities: [removed: $50.7] [added: $64.5] billion of this amount was comprised of U.S. Treasury securities, [removed: $2.6] [added: $1.5] billion of French Treasury securities, [removed: $2.2] [added: $1.4] billion of German Treasury securities, [removed: $2.4] [added: $2.2] billion of U.K. Treasury securities and [removed: $9.4] [added: $15.4] billion of other European, [removed: Japanese] [added: Japanese, Canadian] and Tri-Party Treasury securities.

[removed: In addition, if] [added: If] there is a collapse in a specific currency relied upon by our clearing houses, our clearing houses [removed: would] [added: will] face significant expenses in changing their systems and such an event could cause a credit contraction and major swings in asset prices and exchange rates.

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 [removed: material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws, and other applicable laws.]

Any failure by one of our exchanges to comply with, and enforce compliance by their members with, exchange rules and securities laws could significantly harm our reputation, prompt regulatory scrutiny, [added: result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.]

Our ability to do this could be impaired by, for example, [removed: recent] SEC amendments to NMS Plans for the consolidation of market data that impede the ability of the exchanges and FINRA to discharge their legal obligations by restricting the flow of information and constraining the decision-making authority of the exchanges and FINRA.

Our business is subject to the impact of [added: interest rate levels, inflation and] financial markets volatility, [removed: including the prices and interest rates underlying our derivative products, or] which [removed: impact mortgage origination volumes, due to] [added: may be caused by] conditions that are beyond our control.

Factors that are particularly likely to affect price and interest rate levels and volatility, and thus trading [added: and mortgage loan production] volumes, include:

- global economic, political and market conditions; [added: and]

- concerns over inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy - including actions by the Federal Reserve and other foreign monetary units' governing bodies, and investor and consumer confidence [removed: levels;][added: levels.]

- political developments impacting international trade, including [removed: continued uncertainty surrounding the implementation of Brexit,] trade disputes and increased tariffs, particularly between the U.S. and China, and imposition of protectionist measures;

Because our cost structure is largely fixed, if demand for our current products and services [added: declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.]

Systems failures in the derivatives and securities trading industry [added: and mortgage technology industry] could negatively impact us.

High-profile system failures in the derivatives and securities trading industry [added: and mortgage technology industry] have in the past, and could in the future, negatively impact our business and result in a loss of confidence in our technology and our markets, regulatory investigations, fines and penalties and business activity slowdown or interruptions.

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, [added: 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.

It is impossible to predict the likelihood or impact of any terrorist attack on the securities industry [removed: generally] [added: generally,] or on our business.

Since we conduct operations in [removed: several different countries,] [added: a number of countries and regions,] including the U.S., [removed: U.K. and] [added: U.K., EU,] Canada, [removed: as well as] [added: Asia Pacific and] the [removed: EU,] [added: Middle East,] substantial portions of our revenues, expenses, assets and liabilities are denominated in [added: currencies other than the] U.S. [removed: dollars, pounds sterling, Canadian dollars and euros.][added: dollar.]

External events such as Brexit [removed: and the negotiations regarding the terms thereof and the passage of U.S. taxation reform legislation] have caused, and may [removed: continue to] [added: in the future] cause, significant volatility in currency exchange rates, especially among the U.S. dollar, the British pound sterling and the euro.

If global economic and market conditions, or economic conditions in the U.K., EU, the U.S. or other key markets [removed: remain uncertain or deteriorate further,] [added: deteriorate,] the value of the pound [removed: sterling and] [added: sterling,] euro [removed: and the global credit markets] [added: or U.S. dollar] may [removed: further] weaken.

[removed: General] [added: Further,] financial instability in [removed: countries in the EU] [added: a particular country] could have a contagion effect on the region [added: in which it is located] and contribute to [removed: the] general instability and uncertainty in [removed: the EU.][added: that region.]

[removed: Events that adversely affect our U.K. and EU] clients and suppliers [added: in a region] could in turn have a materially adverse effect on our international business results and our operating results.

[added: Adverse economic conditions] could reduce customer demand for our products and services, which may place a significant strain on our management and resources and could force us to defer existing or future planned opportunities.

We have spent and may continue to spend substantial time and money developing new product or service offerings or improving current product or service [removed: offerings, including, for example, our mortgage technology services.][added: offerings.]

From an operational perspective, the spread of COVID-19 has resulted in, and could [removed: continue to] [added: again] result in, temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.

We have taken preventive measures and implemented contingency plans, and currently [removed: most] [added: many] of our employees are working remotely.

The extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend [removed: largely] on future developments, including, among other things, the [removed: widespread distribution, acceptance and] effectiveness of [removed: a vaccine, which are highly uncertain] [added: vaccines over the long term] and [removed: cannot be predicted at this time.][added: against emerging variant strains.]

The COVID-19 pandemic could also have an adverse impact on our customers’ businesses, risk management needs and ability to [removed: trade, and the resulting impact on our business will depend on future developments, which are highly uncertain and cannot be predicted.][added: trade.]

While governmental organizations [removed: are engaging] [added: continue to engage] in efforts to combat the spread and severity of COVID-19, these measures may not be effective.

[added: Moreover, actions taken by U.S. or other governmental authorities that were intended to] ameliorate the macroeconomic or other effects of COVID-19, or delays in the announcement or implementation of regulatory measures that had been pending prior to the COVID-19 [removed: pandemic, have] [added: pandemic] resulted in and may in the future result in regulatory uncertainty and could in turn impact our business.

- Climate change and the transition to renewable energy and a net zero economy pose operational, commercial and regulatory risks.

For example, in response to a 2020 executive order by President Trump and the June Order by President Biden in 2021, the NYSE delisted four Chinese telecommunications companies identified in those executive orders.

In addition, the Holding Foreign Companies Accountable Act, enacted in December 2020, requires the SEC to suspend trading in the U.S. of any company whose accounting firm the PCAOB is unable to inspect or investigate for three consecutive years.

The NYSE anticipates that the SEC could suspend trading in a number of NYSE-listed companies under this Act.

In the future, there may be other listed companies that the NYSE will be required to take similar action against to comply with U.S. government policies, which could impact our business.

If a number of clearing members substantially reduce their open interest or default, the concentration of risks within our clearing houses will be spread

material changes to exchanges' rules with the SEC, and operating our exchanges consistent with exchange rules, federal securities laws, and other applicable laws.

In addition, interest rates are a significant factor influencing mortgage loan production volumes.

Rising interest rates are likely to reduce mortgage loan production volumes, which could potentially impact our transaction-based revenues.

In the event that inflation increases significantly and persistently, this would likely increase the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.

Credit health of market participants may also be impacted, increasing the risk of default or companies inability to comply with listing standards.

An inflationary environment may also reduce consumer optimism resulting in lower demand for mortgage loans.

Factors that are particularly likely to affect trading volumes include:

Any one or more of these factors, which are beyond our control, may reduce volumes and trading activity.

Events that adversely affect our

Climate change and the transition to renewable energy and a net zero economy pose operational, commercial and regulatory risks.

Climate change may increase the frequency or severity of extreme weather events, and if we are not adequately resilient to deal with acute climate events, our operations, either in a particular location or globally, may be impacted.

Extreme weather events could also impact the activities of our customers or third-party vendors or suppliers.

The physical commodities and assets underlying certain of our markets may also be impacted by climate change.

In addition, the transition to renewable energy and a net zero economy involves changes to consumer and institutional preferences around energy consumption, and the possible failure of our products or services to facilitate the needs of customers during the transition to renewable energy could adversely impact our business and revenues.

Changing preferences could also have an adverse impact on the operations or financial condition of our customers, which could result in reduced revenues from those customers.

We are also subject to risks relating to new or heightened climate change-related regulations or legislation, which could impact us and our customers and result in increased regulatory, compliance or operational costs.

We are also subject to reputational risks relating to the perception of whether or not we are facilitating a migration away from fossil fuels.

For example, our reputation could be damaged as a result of our offering certain products or services associated with causing or exacerbating climate change, or by any decision by us to continue to conduct or change our activities in response to considerations relating to climate change.

The risks associated with climate change and the transition to renewable energy and a net zero economy are continuing to evolve rapidly, and we expect that climate change-related risks may increase over time.

The emergence of new COVID-19 variant strains that are resistant to vaccines or a decrease in the effectiveness of vaccines over the long term could impact, among other things, the availability of our staff and primary facilities, and the viability of our customers.

In addition, the spread of COVID-19 variants, along with other factors, such as restrictions and limitations on business activities, labor shortages at ports and for long-haul transportation, rising fuel costs and raw material shortages, have resulted in disruptions to global supply chains, which has impacted the availability of critical hardware and extended lead times for certain components and systems we require for our operations.

The COVID-19 pandemic could continue to negatively affect the flow or availability of certain hardware and related products for technology that we need to operate our business effectively and efficiently.

Our inability to acquire suitable hardware and related products on acceptable terms or the loss of key suppliers could negatively affect our business.

Pandemic-related restrictions could also impact third-party providers' abilities to meet their contractual obligations to us, potentially impacting our operations.

We have a majority ownership interest in Bakkt, which operates as a separate publicly-traded company listed on the NYSE.

- 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;

- maintain technology systems and processes that prevent cyberattacks and security vulnerabilities.

market and have a material adverse effect on our business.

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.

There is ongoing public concern regarding data privacy and data protection in many jurisdictions in which ICE operates.

Many of those jurisdictions have passed data privacy legislation, with many more contemplating new laws.

There is an increased focus on, and scrutiny of, ESG data and ratings providers by regulators and policymakers.

Regulators and policymakers have indicated that extension of their regulatory oversight to ESG data service providers is possible.

This could result in new or additional regulations applicable to our ESG data products and services which could result in additional operating costs.

Investment in and Operation of Bakkt

- The characteristics of digital assets have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion and ransomware scams, which could adversely affect us.

- Bakkt is subject to anti-money laundering, counter terrorist financing laws and regulations and anti-corruption laws globally, and there can be no assurance that its employees or agents will not violate such laws and regulations.

- Regulatory changes or actions may restrict the use of digital assets in a manner that adversely affects Bakkt’s business, prospects or operations and, consequently, our majority ownership interest in Bakkt.

- Digital asset custodial solutions and related technology, including Bakkt’s systems and custodial arrangements, are subject to risks related to a loss of funds due to theft of digital assets, employee or vendor sabotage, security and cybersecurity risks, system failures and other operational issues and a lack of sufficient insurance which could cause damage to Bakkt’s reputation and brand.

- Cyberattacks and security vulnerabilities could result in serious harm to Bakkt’s reputation, business, and financial condition.

from a default or that we will not be materially and adversely affected in the event of a significant default.

Furthermore, in 2019, we added a layer of insurance to our clearing member default protection.

The default insurance has a three-year term, subject to renewal.

However, the markets for such securities have experienced significant volatility during the past decade due to on-going financial challenges in some of the major European countries and the U.S. government’s negotiations regarding taxation, spending cuts and raising the debt ceiling, which is the maximum amount of debt that the U.S. government can legally incur.

result in the payment of fines or penalties and adversely affect our business, financial condition and operating results.

Any one or more of these factors, which are beyond our control, may reduce trading activity, which could make our markets less attractive as a source of liquidity, and in turn could further discourage existing and potential market participants and thus accelerate a decline in the level of trading activity and potentially related services such as data or clearing.

decline for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.

Adverse economic conditions

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.

Introducing or maintaining our offerings in certain countries is also subject to a number of other risks, including currency exchange rate risk, difficulties enforcing agreements or collecting receivables, longer payment cycles, compliance with the laws or regulations of these countries, and political and regulatory uncertainties.

Delays in the widespread distribution of a vaccine, or lack of public acceptance of a vaccine, could have an adverse effect on the global economy.

Further, even if a vaccine is widely distributed and accepted, there can be no assurance that the vaccine will ultimately be successful in limiting or stopping the spread of COVID-19.

Moreover, actions taken by U.S. or other governmental authorities that are intended to

At this time, we cannot predict how legal and regulatory responses to concerns about COVID-19 will impact our business.

There is also the risk that new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could be imposed.

There is also increasing public concern regarding data privacy and data protection and many jurisdictions have passed laws in this area, such as the European Union General Data Protection Regulation, the U.K. General Data Protection Regulation, and the California Consumer Privacy Act, and other jurisdictions are considering imposing additional restrictions.

change frequently and increasingly conflict among the various countries in which we operate, which has resulted in greater compliance risk and cost for us.

Investment advisers are subject to significant regulatory obligations under the Investment Advisers Act.

Prior to this acquisition, none of our businesses were registered under the Investment Advisers Act.

We have settled certain regulatory actions in the past, including ICE Data Pricing & Reference Data LLC’s settlement with the SEC in November 2020 in which we agreed to pay an $8 million civil monetary penalty.

Adverse macroeconomic consequences such as deterioration in economic conditions, volatility in currency exchange rates, legal uncertainty, potentially divergent national laws and regulations as the U.K. determines which EU laws to replace or enactment of replicate and/or prohibitive laws and regulations that may adversely affect both demand for our products and services and our ability to deliver our products and services into the EU.

IBA assumed the administration of LIBOR following various cases of attempted manipulation and misconduct related to the LIBOR benchmark that emerged following the financial crisis.

The FCA and global regulators have since advocated for a transition from LIBOR to alternative rates by the end of 2021.

On December 4, 2020, IBA published a consultation on its intention to cease the publication of (i) all GBP, EUR, CHF and JPY LIBOR settings, and the 1 Week and 2 Month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and (ii) the Overnight and 1, 3, 6 and 12 Month USD LIBOR settings immediately following the LIBOR publication on June 30, 2023, subject to any rights of the FCA to compel IBA to continue publication.

The consultation closed on January 25, 2021, and IBA intends to share the results of the consultation with the FCA and to publish a feedback statement summarizing responses from the consultation.

In October 2020, the U.K. Government introduced the Financial Services Bill, which includes proposed U.K. legislation to ensure that the FCA has appropriate regulatory powers to manage and direct any wind-down period prior to eventual LIBOR cessation.

The new proposed powers would allow the FCA to compel IBA to publish critical benchmarks (such as LIBOR) under a new methodology that is no longer representative of the underlying market that the benchmark currently measures, and also to restrict the use of critical benchmarks (such as LIBOR) subject to such changes or in respect of which the administrator has confirmed its intention to cease the benchmark.

We continue to monitor industry and regulatory developments, but it is not yet possible to predict with certainty how the transition from, and any potential cessations of, LIBOR will proceed, and how the proposed new powers of the FCA will be implemented, and what effect the transition from, and any potential exercise of new FCA powers in relation to, LIBOR may have on the markets that use the benchmark today.

See the discussion on the trademark infringement and breach of contract claims from CME Group, Inc., or CME, under the caption "SPAN Trademark Dispute" in Note 15 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report.

Following the acquisition of Ellie Mae, whose systems process and host millions of U.S. residential mortgages each year resulting in a larger attack surface, our exposure to personally identifiable information, or PII has increased.

Failure to maintain the security of the confidential information of the customers of the users of our software and services could damage our reputation and brand and substantially harm our business and operating results.

It could require a significant amount of time to

transition to new third-party service providers.

Following our acquisition of Ellie Mae, and our associated borrowings, Moody's Investor Services and Standard & Poor's re-evaluated our credit ratings and lowered our ratings along with Standard & Poor's placing us on "negative outlook".

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[added: |] 5660 New Northside [removed: Drive, 30328][added: Drive, Atlanta, Georgia | | | 30328 | | |]

| *(Address of principal executive offices)* | | | [added: *(Zip Code)*] | | |

Securities registered pursuant to Section 12(g) of the [removed: Act:][added: Act: None]

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $49,332,813,869.][added: $66,221,973,288.]

As of February 1, [removed: 2021,] [added: 2022,] the number of shares of the registrant’s Common Stock outstanding was [removed: 561,706,616] [added: 561,852,310] shares.

Certain information contained in the registrant’s Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders is incorporated herein by reference in Part III of this Annual Report on Form 10-K.

| 1(A). | | | [Risk [removed: Factors](#i320f170d035042a8a65948c1ea13d947_37)] [added: Factors](#ic6ff9fd786c64411b3dd06b169bdbc7d_34)] | | | [removed: [20](#i320f170d035042a8a65948c1ea13d947_37)] [added: [19](#ic6ff9fd786c64411b3dd06b169bdbc7d_34)] | | |

| 1(B). | | | [Unresolved Staff [removed: Comments](#i320f170d035042a8a65948c1ea13d947_40)] [added: Comments](#ic6ff9fd786c64411b3dd06b169bdbc7d_37)] | | | [removed: [42](#i320f170d035042a8a65948c1ea13d947_40)] [added: [39](#ic6ff9fd786c64411b3dd06b169bdbc7d_37)] | | |

| 3. | | | [Legal [removed: Proceedings](#i320f170d035042a8a65948c1ea13d947_46)] [added: Proceedings](#ic6ff9fd786c64411b3dd06b169bdbc7d_43)] | | | [removed: [43](#i320f170d035042a8a65948c1ea13d947_46)] [added: [40](#ic6ff9fd786c64411b3dd06b169bdbc7d_43)] | | |

| 4. | | | [Mine Safety [removed: Disclosure](#i320f170d035042a8a65948c1ea13d947_49)] [added: Disclosure](#ic6ff9fd786c64411b3dd06b169bdbc7d_46)] | | | [removed: [43](#i320f170d035042a8a65948c1ea13d947_49)] [added: [40](#ic6ff9fd786c64411b3dd06b169bdbc7d_46)] | | |

| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i320f170d035042a8a65948c1ea13d947_55)] [added: Securities](#ic6ff9fd786c64411b3dd06b169bdbc7d_52)] | | | [removed: [44](#i320f170d035042a8a65948c1ea13d947_55)] [added: [40](#ic6ff9fd786c64411b3dd06b169bdbc7d_52)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i320f170d035042a8a65948c1ea13d947_61)] [added: Operations](#ic6ff9fd786c64411b3dd06b169bdbc7d_58)] | | | [removed: [47](#i320f170d035042a8a65948c1ea13d947_61)] [added: [43](#ic6ff9fd786c64411b3dd06b169bdbc7d_58)] | | |

| 7(A). | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i320f170d035042a8a65948c1ea13d947_109)] [added: Risk](#ic6ff9fd786c64411b3dd06b169bdbc7d_115)] | | | [removed: [82](#i320f170d035042a8a65948c1ea13d947_109)] [added: [77](#ic6ff9fd786c64411b3dd06b169bdbc7d_115)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i320f170d035042a8a65948c1ea13d947_115)] [added: Data](#ic6ff9fd786c64411b3dd06b169bdbc7d_121)] | | | [removed: [86](#i320f170d035042a8a65948c1ea13d947_115)] [added: [81](#ic6ff9fd786c64411b3dd06b169bdbc7d_121)] | | |

| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i320f170d035042a8a65948c1ea13d947_253)] [added: Disclosure](#ic6ff9fd786c64411b3dd06b169bdbc7d_229)] | | | [removed: [150](#i320f170d035042a8a65948c1ea13d947_253)] [added: [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_229)] | | |

| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i320f170d035042a8a65948c1ea13d947_265)] [added: Governance](#ic6ff9fd786c64411b3dd06b169bdbc7d_241)] | | | [removed: [150](#i320f170d035042a8a65948c1ea13d947_265)] [added: [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_241)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i320f170d035042a8a65948c1ea13d947_271)] [added: Matters](#ic6ff9fd786c64411b3dd06b169bdbc7d_247)] | | | [removed: [152](#i320f170d035042a8a65948c1ea13d947_271)] [added: [144](#ic6ff9fd786c64411b3dd06b169bdbc7d_247)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i320f170d035042a8a65948c1ea13d947_274)] [added: Independence](#ic6ff9fd786c64411b3dd06b169bdbc7d_250)] | | | [removed: [152](#i320f170d035042a8a65948c1ea13d947_274)] [added: [144](#ic6ff9fd786c64411b3dd06b169bdbc7d_250)] | | |

| 14. | | | [Principal Accountant Fees and [removed: Services](#i320f170d035042a8a65948c1ea13d947_277)] [added: Services](#ic6ff9fd786c64411b3dd06b169bdbc7d_253)] | | | [removed: [153](#i320f170d035042a8a65948c1ea13d947_277)] [added: [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_253)] | | |

| 15. | | | [removed: [Exhibits](#i320f170d035042a8a65948c1ea13d947_283) [and](#i320f170d035042a8a65948c1ea13d947_283) [Financial] [added: [Exhibits and Financial] Statement [removed: Schedules](#i320f170d035042a8a65948c1ea13d947_283)] [added: Schedules](#ic6ff9fd786c64411b3dd06b169bdbc7d_259)] | | | [removed: [153](#i320f170d035042a8a65948c1ea13d947_283)] [added: [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_259)] | | |

- volatility in commodity prices, equity prices and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exchange rates, and mortgage origination [removed: and refinancing] trends;

- our ability to [removed: attract] [added: attract, develop] and retain key talent;

- potential adverse results of threatened or pending litigation and regulatory actions and proceedings; [added: and]

We are a provider of [removed: marketplace] [added: market] infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities.

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

- In our Fixed Income and Data Services segment, we provide fixed income pricing, reference data, [removed: indices] [added: indices, analytics] and execution services as well as global credit default swaps, or CDS, clearing and multi-asset class data delivery solutions.

[removed: ][added: ]

Today, we are a Fortune 500 company, providing our customers with an array of [removed: marketplace] [added: market] infrastructure, data services and technology solutions that span a diverse set of asset classes.

[removed: ][added: ]

We operate multiple trading venues, including [removed: 12] [added: 13] regulated exchanges and [removed: six] [added: 6] clearing houses, which are strategically positioned in major market centers around the world, including the U.S., U.K., European Union, or EU, [removed: Canada] [added: Canada, Asia Pacific] and [removed: Singapore.][added: the Middle East.]

Our [removed: ICE] Exchanges segment includes [added: trading and listings revenue from our global futures network and] the New York Stock Exchange and other registered securities exchanges, or collectively, the NYSE, [removed: our global futures network, trading] and [removed: listings revenue, and] various data and connectivity services that are directly related to those exchange platforms.

Our Exchanges segment generated revenues, less transaction-based expenses of [removed: $3.6] [added: $3.9] billion and accounted for [removed: 60%] [added: 54%] of our consolidated revenues, less transaction-based expenses in [removed: 2020.][added: 2021.]

Our flagship Brent crude oil contract serves as the cornerstone of a global oil network that today includes [removed: over 600] [added: nearly 700] related crude and refined oil products including locational and refined spreads.

For nearly two decades, our environmental markets have provided customers [removed: that are increasingly subject] [added: risk management tools] to [added: meet] carbon cap and trade [removed: programs] [added: program requirements] and renewable fuel [removed: standards the risk management tools to meet those obligations and to manage risk related to climate change.][added: standards.]

Our global interest rate complex spans geographies, currencies and tenors, providing participants around the world with [removed: effective] tools to manage risk in a capital efficient manner.

Key products [removed: include:] [added: during 2021 included:] Short Sterling, Euribor, Gilts, Sterling Overnight Index Average, or SONIA, and Secured Overnight Financing Rates, or SOFR, among others.

- Listings: [removed: As the global leader in listings, the] [added: The] NYSE has been the venue of choice for innovators, visionaries and leaders for over 225 years.

[removed: At the heart of the] [added: The] NYSE [removed: offering is our] [added: offers a] unique hybrid market model that combines leading technology with an accountable market maker to provide human judgment, [removed: an unmatched] [added: a] community of the world’s greatest companies and premium brand visibility.

With over 70% of S&P 500 companies listed on the NYSE as of December 31, [removed: 2020,] [added: 2021,] we are the leading listing venue across a range of sectors from technology and healthcare, to financials and energy.

For the Fiscal Year Ended December 31, 2021

| 1. | | | [Business](#ic6ff9fd786c64411b3dd06b169bdbc7d_16) | | | [4](#ic6ff9fd786c64411b3dd06b169bdbc7d_16) | | |

| 2. | | | [Properties](#ic6ff9fd786c64411b3dd06b169bdbc7d_40) | | | [39](#ic6ff9fd786c64411b3dd06b169bdbc7d_40) | | |

| 6. | | | \[[Reserved](#ic6ff9fd786c64411b3dd06b169bdbc7d_55)\] | | | [43](#ic6ff9fd786c64411b3dd06b169bdbc7d_55) | | |

| 9(A). | | | [Controls and Procedures](#ic6ff9fd786c64411b3dd06b169bdbc7d_232) | | | [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_232) | | |

| 9(B). | | | [Other Information](#ic6ff9fd786c64411b3dd06b169bdbc7d_235) | | | [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_235) | | |

| 9(C). | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic6ff9fd786c64411b3dd06b169bdbc7d_2185) | | | [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_2185) | | |

| 11. | | | [Executive Compensation](#ic6ff9fd786c64411b3dd06b169bdbc7d_244) | | | [144](#ic6ff9fd786c64411b3dd06b169bdbc7d_244) | | |

| 16. | | | [Form 10-K Summary](#ic6ff9fd786c64411b3dd06b169bdbc7d_262) | | | [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_262) | | |

| [INDEX TO EXHIBITS](#ic6ff9fd786c64411b3dd06b169bdbc7d_265) | | | | | | [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_265) | | |

| [SIGNATURES](#ic6ff9fd786c64411b3dd06b169bdbc7d_268) | | | | | | [152](#ic6ff9fd786c64411b3dd06b169bdbc7d_268) | | |

- the impact of climate change and the transition to renewable energy and a net zero economy;

- our ability to realize the expected benefits of our acquisitions and our investments.

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.

We also maintain default insurance as an additional layer of clearing member default protection, which is also reflected in the table below.

Canadian government, and (2) $15 million, which is included in our total cash contribution of $398 million, held as restricted cash to fund the first loss amount ICE NGX is responsible for under the default insurance policy.

ICE Bonds provides

Revenue from the ICE Mortgage Technology Partner Network is largely transaction-based.

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

The primary focus of our derivatives clearing houses is the risk management of clearing members throughout all facets of the position management and settlement lifecycles.

The platform is integrated with multiple services necessary for

Financial education is the cornerstone of our corporate giving efforts, which include support for several organizations.

–In our Mortgage Technology segment, our AIQ offering applies machine learning and artificial intelligence to the entire loan origination process, offering customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities.

AIQ also enables a series of artificial intelligence-driven origination tasks and real-time risk analysis using tools called analyzers that are intended to further improve customer workflow efficiency.

In addition, our Mortgage Technology’s data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of nearly half the U.S. residential mortgage market.

We employ a significant number of employees in technology-related activities, including product management, system architecture, software development, network

In our Fixed Income and Data Services segment, we provide mission critical price transparency for nearly three million fixed income securities globally.

Our fixed income customers rely on our data, indices and analytics to inform pre-trade decision making, support post-trade regulatory and compliance needs and improve operational efficiency.

Finally, we expect to add content and build new analytics to enable further electronification in fixed income markets.

mortgage technology portfolio.

Creditex Brokerage is authorized to provide automated trading services in Hong Kong, Singapore and Switzerland and is subject to regulatory oversight by national competent authorities in each jurisdiction.

In addition, our mortgage technology business processes a significant amount of consumer financial information on behalf of mortgage lenders and as a result is subject to a variety of U.S. state and federal regulations governing the protection of consumer financial information.

In November 2021, the European Commission announced that it will propose an extension of the equivalence decision applying to U.K. CCPs in early 2022.

In December 2021, ESMA published its comprehensive review of the systemic importance of ICE Clear Europe,

currently designated as a Tier 2 CCP, and determined not to issue a recommendation for derecognition.

ESMA instead proposed that measures be considered by relevant EU institutions and authorities to mitigate risks related to Tier 2 CCP clearing services identified as being of substantial systemic importance to the EU (including services provided by ICE Clear Europe).

ESMA also proposed regulatory and supervisory measures that incentivize EU clearing participants and clients to reduce their exposures towards Tier 2 CCPs and enhancements to ESMA’s supervisory powers.

ESMA has recognized all other ICE clearing houses as third-country CCPs and determined that they are Tier 1 CCPs on the basis that they are not systemically-important to the financial stability of the EU or one or more of its Member States.

In May 2021, the U.K. Treasury concluded that the non-discriminatory access requirements for exchange-traded derivatives were not suitable in a U.K.-only context and the requirements were removed.

Atlanta, Georgia *(Zip Code)*

None

| 1. | | | [Business](#i320f170d035042a8a65948c1ea13d947_16) | | | [4](#i320f170d035042a8a65948c1ea13d947_16) | | |

| 2. | | | [Properties](#i320f170d035042a8a65948c1ea13d947_43) | | | [42](#i320f170d035042a8a65948c1ea13d947_43) | | |

| 6. | | | [Selected Financial Data](#i320f170d035042a8a65948c1ea13d947_58) | | | [45](#i320f170d035042a8a65948c1ea13d947_58) | | |

| 9(A). | | | [Controls and Procedures](#i320f170d035042a8a65948c1ea13d947_256) | | | [150](#i320f170d035042a8a65948c1ea13d947_256) | | |

| 9(B). | | | [Other Information](#i320f170d035042a8a65948c1ea13d947_259) | | | [150](#i320f170d035042a8a65948c1ea13d947_259) | | |

| 11. | | | [Executive Compensation](#i320f170d035042a8a65948c1ea13d947_268) | | | [152](#i320f170d035042a8a65948c1ea13d947_268) | | |

| 16. | | | [Form 10-K Summary](#i320f170d035042a8a65948c1ea13d947_286) | | | [153](#i320f170d035042a8a65948c1ea13d947_286) | | |

| [INDEX TO EXHIBITS](#i320f170d035042a8a65948c1ea13d947_289) | | | | | | [153](#i320f170d035042a8a65948c1ea13d947_289) | | |

| [SIGNATURES](#i320f170d035042a8a65948c1ea13d947_292) | | | | | | [159](#i320f170d035042a8a65948c1ea13d947_292) | | |

- our ability to realize the expected benefits of our acquisition of Ellie Mae, Inc., or Ellie Mae, and our majority interest in Bakkt Holdings, LLC, or together with its subsidiaries, Bakkt, which could result in additional unanticipated costs and risks; and

- our ability to detect illegal activity such as fraud, money laundering, tax evasion and ransomware scams through digital currency transactions that are easily exploited.

- Data and Connectivity Services: Our exchanges' trade execution services create trading data.

In September 2019, we also added a layer of insurance to our clearing member default protection.

If an ICE NGX clearing member defaults and its collateral is insufficient, the shortfall should be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance.

Under the default insurance policy, ICE NGX is responsible for the first $15 million and then can recover additional losses up to $100 million.

- Origination Technology: Revenues include those related to our Encompass offering, our proprietary and comprehensive mortgage origination platform, which served nearly 45% of all closed residential mortgage loans in the U.S. in 2019, based on the most recent Home Mortgage Disclosure Act data.

Key services include: credit, title, appraisal, flood, compliance, mortgage insurance and fraud detection, among others.

In addition, our Encompass Investor Connect offering allows loan originators to electronically submit loan files to investors, providing investors with electronic access to the large number of mortgage originators that rely on our origination technology helping to reduce frictions between buyers and sellers of mortgage loans.

Our closing solutions also include digital services related to the Mortgage Electronic Registration Systems, Inc., or MERS, eRegistry, which are intended to help to drive process efficiencies for lenders, investors and servicers, while enabling a better consumer experience for borrowers, as we seek to build more of a straight-forward closing experience.

Revenues from Network and Closing Solutions are based largely on the number of applications and closed loans that utilize the various services.

A core component of our derivatives clearing houses is the risk management of clearing firm members.

The platform

Our focus on these threats leads to an emphasis on network

Financial education is the cornerstone of our corporate giving efforts, which include support for organizations such as Junior Achievement in the U.S. and Young Money in the U.K. We also underwrite a digital financial education curriculum that is delivered at no cost to grade school and high school students in Chicago, Boston, New York and Atlanta.

That includes maintaining high ethical and business standards, giving back in the communities where we live and work and

Much of our approach is driven by the core values that make up our culture.

During 2020, we surveyed our employees to assess how we, as a company, were living up to our core values, and are taking actions based on the results of the survey to further our embodiment of our core values.

(1) Revenue mix based on 2020 revenues and are pro-forma for Ellie Mae.

Ellie Mae pro forma revenues for 2020 were $608 million for the period prior to our acquisition of Ellie Mae.

We employ a significant number of employees in

Connectivity to all of our platforms is available through our web-based front-end application, as well as multiple ISVs and APIs.

We intend to continue to increase ease of access and connectivity with our existing and prospective customers.

Finally, we operate our ICE Global Network, which provides connectivity to over 150 trading venues and data from over 750 sources, including ICE-operated markets and data services.

Our markets support price transparency and risk management, particularly in times of volatility and for products where there is less liquidity.

In addition, the use of hedging, trading and risk management programs by commercial enterprises continues to rise based on the availability of technology to deliver more products, as well as the security and the capital efficiencies offered by clearing.

Further, by acquiring, building and maintaining our own geographically diverse clearing operations, we are able to respond to market demand for central clearing and related risk management services across diverse geographic and regulatory jurisdictions.

As new markets evolve, we intend to leverage our domain knowledge to meet additional demand for cleared products and related risk management solutions.

As requirements for regulatory compliance and capital efficiencies grow, the use of clearing and data, particularly from independent data and benchmark providers also continues to grow.

The net book value of our property was $1.7 billion as of December 31, [removed: 2020.][added: 2021.]

We currently occupy [removed: 273,000] [added: 370,000] square feet of office space in Atlanta in [removed: a building] [added: two buildings] that we own that [removed: serves] [added: serve] as our Atlanta headquarters.

In total, we maintain approximately [removed: 3.2] [added: 3.3] million square feet in offices primarily throughout the U.S., U.K., [removed: EU, Asia, Israel] and [removed: Canada.][added: India, with smaller offices located throughout the world.]

| 4420 [removed: & 4430] Rosewood Drive Pleasanton, California | | | | | | | | | | | | Leased | | | | | | | | | 2025 | | | | | | | | | [removed: 281,000] [added: 137,000] sq. ft. | | | | | |

In addition to the above, we currently lease an aggregate of nearly [removed: 625,000] [added: 713,000] square feet of administrative, sales and disaster preparedness facilities in various cities around the word.

| 5680 New Northside Drive Atlanta, Georgia | | | | | | | | | | | | Owned | | | | | | | | | N/A | | | | | | | | | 97,000 sq. ft. | | | | | |

| Tower VI, Cybercity Pune, India | | | | | | | | | | | | Leased | | | | | | | | | 2026-2029 | | | | | | | | | 71,000 sq. ft. | | | | | |

| 350 E Cermak Rd Chicago, Illinois | | | | | | | | | | | | Leased | | | | | | | | | 2022-2027 | | | | | | | | | 51,000 sq. ft. | | | | | |

| 132 Menachem Begin Rd Tel Aviv, Israel | | | | | | | | | | | | Leased | | | | | | | | | 2022 | | | | | | | | | 57,000 sq. ft. | | | | | |

As of February 1, [removed: 2021,] [added: 2022,] there were approximately [removed: 497] [added: 492] holders of record of our common stock.

The following provides information about our common stock that has been or may be issued under our equity compensation plans as of December 31, [removed: 2020:][added: 2021:]

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(2)] | | | [removed: 6,956] [added: 50] | | | [removed: (1)] [added: (2)] | | | [removed: $] [added: —] | [removed: 58.96] | | [removed: (1)] [added: (2)] | | | [removed: 33,612] [added: —] | | |

| Equity compensation plans [removed: not] approved by security [removed: holders(2)] [added: holders(1)] | | | [removed: 89] [added: 6,476] | | | [removed: (2)] [added: (1)] | | | [removed: —] [added: $] | [added: 68.77] | | [removed: (2)] [added: (1)] | | | [removed: —] [added: 31,555] | | |

Of the [removed: 7.0] [added: 6.5] million securities to be issued upon exercise, [removed: 3.2] [added: 3.0] million are options with a weighted average exercise price of [removed: $58.96] [added: $68.77] and the remaining [removed: 3.8] [added: 3.5] million securities are restricted stock shares that do not have an exercise price.

All of the [removed: 89,000] [added: 50,000] securities to be issued are restricted stock shares that do not have an exercise price.

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 [removed: 2020.][added: 2021.]

| TOTAL | | | 6,526 | | | | | | $ | 68.77 | | | | | 31,555 | | |

Performance Graph

The following graph compares the total return of our common stock to the S&P 500 Index and a peer group selected by us, shown below, for the past five years:



1) $100 invested on 12/31/2016 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31, 2021.

2) Copyright © 2022 Standard & Poor's, a division of S&P Global.

All rights reserved.

3) The peer group includes CME Group Inc., Deutsche Boerse AG, IHS Markit LTD, London Stock Exchange Group PLC, MSCI Inc., Nasdaq Inc. and S&P Global Inc.

In November 2021, we resumed stock repurchases.

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

The $3.15 billion replaces the previous amount approved by the Board.

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

| TOTAL | | | 7,045 | | | | | | $ | 58.96 | | | | | 33,612 | | |

As a result, we did not make any stock repurchases during the three months ended December 31, 2020.

The following tables present our selected consolidated financial data as of and for the dates and periods indicated.

We derived the financial data set forth below for 2020, 2019 and 2018 and as of December 31, 2020 and 2019 from our audited consolidated financial statements, which are included in this Annual Report.

We derived the financial data for 2017 and 2016 and as of December 31, 2018, 2017 and 2016 from our audited consolidated financial statements, which are not included in this Annual Report.

The selected consolidated financial data presented below is not indicative of our future results for any period.

It should be read in conjunction with our consolidated financial statements and related notes and Item 7, “- Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | |

| (In millions, except for per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statement of Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exchanges | | | $ | 5,839 | | | | | $ | 4,652 | | | | | $ | 4,573 | | | | | $ | 4,258 | | | | | $ | 4,539 | |

| Fixed income and data services | | | 1,810 | | | | | | 1,756 | | | | | | 1,681 | | | | | | 1,585 | | | | | | 1,432 | | |

| Mortgage technology | | | 595 | | | | | | 139 | | | | | | 22 | | | | | | — | | | | | | — | | |

| Total revenues(1) | | | 8,244 | | | | | | 6,547 | | | | | | 6,276 | | | | | | 5,843 | | | | | | 5,971 | | |

| Transaction-based expenses(2) | | | 2,208 | | | | | | 1,345 | | | | | | 1,297 | | | | | | 1,205 | | | | | | 1,459 | | |

| Total revenues, less transaction-based expenses | | | 6,036 | | | | | | 5,202 | | | | | | 4,979 | | | | | | 4,638 | | | | | | 4,512 | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Compensation and benefits | | | 1,188 | | | | | | 1,042 | | | | | | 994 | | | | | | 946 | | | | | | 953 | | |

| Professional services | | | 144 | | | | | | 125 | | | | | | 131 | | | | | | 121 | | | | | | 137 | | |

| Acquisition-related transaction and integration costs(3) | | | 105 | | | | | | 2 | | | | | | 34 | | | | | | 36 | | | | | | 80 | | |

| Technology and communication | | | 549 | | | | | | 469 | | | | | | 432 | | | | | | 397 | | | | | | 374 | | |

| Rent and occupancy | | | 81 | | | | | | 68 | | | | | | 68 | | | | | | 69 | | | | | | 70 | | |

| Selling, general and administrative | | | 185 | | | | | | 161 | | | | | | 151 | | | | | | 155 | | | | | | 116 | | |

| Depreciation and amortization | | | 751 | | | | | | 662 | | | | | | 586 | | | | | | 535 | | | | | | 610 | | |

| Total operating expenses | | | 3,003 | | | | | | 2,529 | | | | | | 2,396 | | | | | | 2,259 | | | | | | 2,340 | | |

| Operating income | | | 3,033 | | | | | | 2,673 | | | | | | 2,583 | | | | | | 2,379 | | | | | | 2,172 | | |

| Other income (expense), net(4) | | | (267) | | | | | | (192) | | | | | | (63) | | | | | | 147 | | | | | | (129) | | |

| Income before income tax expense (benefit) | | | 2,766 | | | | | | 2,481 | | | | | | 2,520 | | | | | | 2,526 | | | | | | 2,043 | | |

| Income tax expense (benefit)(5) | | | 658 | | | | | | 521 | | | | | | 500 | | | | | | (28) | | | | | | 586 | | |

| Net income | | | $ | 2,108 | | | | | $ | 1,960 | | | | | $ | 2,020 | | | | | $ | 2,554 | | | | | $ | 1,457 | |

| Net income attributable to non-controlling interest | | | (19) | | | | | | (27) | | | | | | (32) | | | | | | (28) | | | | | | (27) | | |

| Net income attributable to ICE | | | $ | 2,089 | | | | | $ | 1,933 | | | | | $ | 1,988 | | | | | $ | 2,526 | | | | | $ | 1,430 | |

| Basic earnings per share attributable to ICE common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | | $ | 3.79 | | | | | $ | 3.44 | | | | | $ | 3.46 | | | | | $ | 4.29 | | | | | $ | 2.40 | |

| Basic weighted average common shares outstanding(6) | | | 552 | | | | | | 561 | | | | | | 575 | | | | | | 589 | | | | | | 595 | | |

| Diluted earnings per share attributable to ICE common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted earnings per share | | | $ | 3.77 | | | | | $ | 3.42 | | | | | $ | 3.43 | | | | | $ | 4.25 | | | | | $ | 2.39 | |

| Diluted weighted average common shares outstanding(6) | | | 555 | | | | | | 565 | | | | | | 579 | | | | | | 594 | | | | | | 599 | | |

| Report of Management on Internal Control over Financial Reporting | | | [removed: [87](#i320f170d035042a8a65948c1ea13d947_118)] [added: [82](#ic6ff9fd786c64411b3dd06b169bdbc7d_124)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [88](#i320f170d035042a8a65948c1ea13d947_121)] [added: [83](#ic6ff9fd786c64411b3dd06b169bdbc7d_127)] | | |

| Report of Independent Registered Public Accounting Firm on Financial Statements [added: (PCAOB ID: 42)] | | | [removed: [89](#i320f170d035042a8a65948c1ea13d947_124)] [added: [84](#ic6ff9fd786c64411b3dd06b169bdbc7d_130)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [92](#i320f170d035042a8a65948c1ea13d947_127)] [added: [86](#ic6ff9fd786c64411b3dd06b169bdbc7d_133)] | | |

| Consolidated Statements of Income for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [93](#i320f170d035042a8a65948c1ea13d947_133)] [added: [87](#ic6ff9fd786c64411b3dd06b169bdbc7d_136)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [94](#i320f170d035042a8a65948c1ea13d947_136)] [added: [88](#ic6ff9fd786c64411b3dd06b169bdbc7d_139)] | | |

| Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [95](#i320f170d035042a8a65948c1ea13d947_142)] [added: [89](#ic6ff9fd786c64411b3dd06b169bdbc7d_142)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [96](#i320f170d035042a8a65948c1ea13d947_145)] [added: [90](#ic6ff9fd786c64411b3dd06b169bdbc7d_145)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [97](#i320f170d035042a8a65948c1ea13d947_148)] [added: [91](#ic6ff9fd786c64411b3dd06b169bdbc7d_148)] | | |

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

We have audited Intercontinental Exchange, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Intercontinental Exchange, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes, and our report dated February [removed: 4, 2021] [added: 3, 2022] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Intercontinental Exchange, Inc. and Subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, changes in equity and redeemable non-controlling interest, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated February [removed: 4, 2021] [added: 3, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical accounting [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

*Matter in Our Audit* [removed: *00000*] We tested the [removed: Company's] [added: Company’s] controls that address the [removed: risk] [added: risks] of material misstatement relating to the [removed: Company's accounting for the acquisition.][added: Company’s consolidated income tax expense.]

For the year-ended December 31, [removed: 2020,] [added: 2021,] the Company recognized consolidated income tax expense of [removed: $658 million,] [added: $1.629 billion,] and as of December 31, [removed: 2020,] [added: 2021,] the Company accrued liabilities of [removed: $188] [added: $229] million for unrecognized tax benefits.

To test consolidated income tax expense, we performed audit procedures that included, among others, recalculation of consolidated income tax expense and agreeing the data used [added: in the calculations to the Company’s underlying books and records.]

| | | | [added: 2021 | | | | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [added: 607 | | | | | $ |] 583 | | | | | $ | 841 | | [added: | | | $ | 724 | |]

| Short-term restricted cash and cash equivalents | | | [added: 1,035 | | | | | |] 1,000 | | | | | | 943 | | | [added: | | | 818 | | |]

| Customer accounts receivable, net of allowance for doubtful accounts of [removed: $27] [added: $24] and [removed: $8,] [added: $27,] respectively | | | [removed: 1,230] [added: 1,208] | | | | | | [removed: 988] [added: 1,230] | | |

| [removed: Margin deposits, guaranty funds] [added: Invested Deposits, Delivery Contracts Receivable] and [removed: delivery contracts receivable] [added: Unsettled Variation Margin] | | | [removed: 84,083] | | | | | | [removed: 64,987] | | | [added: | | | | | | | | |]

| Prepaid expenses and other current assets | | | [removed: 323] [added: 1,021] | | | | | | [removed: 220] [added: 323] | | |

| Total current assets | | | [removed: 87,219] [added: 154,300] | | | | | | [removed: 67,979] [added: 87,219] | | |

| Property and equipment, net | | | [removed: 1,713] [added: 1,699] | | | | | | [removed: 1,536] [added: 1,713] | | |

| Goodwill | | | [removed: 21,291] [added: 21,123] | | | | | | [removed: 13,342] [added: 21,291] | | |

| Other intangible assets, net | | | [removed: 14,408] [added: 13,736] | | | | | | [removed: 10,258] [added: 14,408] | | |

| Long-term restricted cash and cash equivalents | | | [added: 398 | | | | | |] 408 | | | | | | 404 | | | [added: | | | 330 | | |]

| Other non-current assets | | | [removed: 1,161] [added: 2,246] | | | | | | [removed: 974] [added: 1,161] | | |

| Total other non-current assets | | | [removed: 37,268] [added: 37,503] | | | | | | [removed: 24,978] [added: 37,268] | | |

| Total assets | | | $ | [removed: 126,200] [added: 193,502] | | | | | $ | [removed: 94,493] [added: 126,200] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 639] [added: 703] | | | | | $ | [removed: 505] [added: 639] | |

| Section 31 fees payable | | | [removed: 207] [added: 57] | | | | | | [removed: 138] [added: 207] | | |

| Accrued salaries and benefits | | | [removed: 346] [added: 354] | | | | | | [removed: 291] [added: 346] | | |

| /s/ Jeffrey C. Sprecher | | | | | | /s/ A. Warren Gardiner | | |

| Jeffrey C. Sprecher | | | | | | A. Warren Gardiner | | |

| Cash and cash equivalents | | | $ | 607 | | | | | $ | 583 | |

| Short-term restricted cash and cash equivalents | | | 1,035 | | | | | | 1,000 | | |

| Cash and cash equivalent margin deposits and guaranty funds | | | 145,936 | | | | | | 81,628 | | |

| Invested deposits, delivery contracts receivable and unsettled variation margin | | | 4,493 | | | | | | 2,455 | | |

| Long-term restricted cash and cash equivalents | | | 398 | | | | | | 408 | | |

| Margin deposits and guaranty funds | | | 145,936 | | | | | | 81,628 | | |

| Invested deposits, delivery contracts payable and unsettled variation margin | | | 4,493 | | | | | | 2,455 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Issuance under the employee stock purchase plan | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42 | | | | | | — | | | | | | — | | | | | | — | | | | | | 42 | | | | | | — | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, as of December 31, 2021 | | | 631 | | | | | | $ | 6 | | | | | (70) | | | | | | $ | (5,520) | | | | | $ | 14,069 | | | | | $ | 14,350 | | | | | $ | (196) | | | | | $ | 39 | | | | | $ | 22,748 | | | | | $ | — | |

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

| Gain on sale of Coinbase investment | | | (1,227) | | | | | | — | | | | | | — | | | | | |

| Net losses/(income) from unconsolidated investees | | | 42 | | | | | | (71) | | | | | | (62) | | | | | |

| Purchase of equity method investment | | | (117) | | | | | | — | | | | | | — | | | | | |

| Proceeds from the sale of Coinbase investment | | | 1,237 | | | | | | — | | | | | | — | | | | | |

| Purchases of invested margin deposits | | | (5,050) | | | | | | (3,371) | | | | | | (1,890) | | | | | |

| Proceeds from sale of invested margin deposits | | | 3,661 | | | | | | 2,840 | | | | | | 744 | | | | | |

| Net cash used in investing activities | | | (786) | | | | | | (10,361) | | | | | | (1,740) | | | | | |

| Change in cash and cash equivalent margin deposits and guaranty funds | | | 65,697 | | | | | | 19,256 | | | | | | 1,329 | | | | | |

| Net cash provided by (used in) financing activities | | | 62,026 | | | | | | 26,000 | | | | | | (424) | | | | | |

| Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds | | | 64,357 | | | | | | 18,528 | | | | | | 499 | | | | | |

| Cash, cash equivalents, restricted cash and cash equivalents and cash and cash equivalent margin deposits and guaranty funds at beginning of year | | | 83,619 | | | | | | 65,091 | | | | | | 64,592 | | | | | |

| Cash, cash equivalents, restricted cash and cash equivalents and cash and cash equivalent margin deposits and guaranty funds at end of year | | | $ | 147,976 | | | | | $ | 83,619 | | | | | $ | 65,091 | | | | |

Cash and Cash Equivalents, Short-Term and Long-Term Restricted Cash and Cash Equivalents, and Cash and Cash Equivalent Margin Deposits and Guaranty Funds

Although not included in short term restricted cash and cash equivalents, cash and cash equivalent margin represent a form of restricted cash.

*Consolidated Statement of Cash Flows Presentation*

As of December 31, 2021, we revised our consolidated statements of cash flows to include changes in cash and cash equivalent margin within cash flows from financing activities and changes in invested margin deposits within cash flows from investing activities.

This immaterial revision did not have an effect on our previously reported consolidated balance sheets, statements of income, statements of comprehensive income, or statements of changes in equity and redeemable non-controlling interest or the related disclosures.

Cash and cash equivalent margin amounts cannot be used to satisfy the Company's operating or other liabilities, as further discussed in Note 14.

The following table summarizes the immaterial revisions to our historical consolidated statements of cash flows for each of the years presented (in millions):

| | | | As Previously Presented | | | | | | Adjustment | | | | | | As Adjusted | | | | | | As Previously Presented | | | | | | Adjustment | | | | | | As Adjusted | | |

| Purchases of invested margin deposits (within investing activities) | | | $ | — | | | | | $ | (3,371) | | | | | $ | (3,371) | | | | | $ | — | | | | | $ | (1,890) | | | | | $ | (1,890) | |

| Proceeds from sales of invested margin deposits (within investing activities) | | | — | | | | | | 2,840 | | | | | | 2,840 | | | | | | — | | | | | | 744 | | | | | | 744 | | |

| Change in cash and cash equivalent margin deposits and guaranty funds (within financing activities) | | | — | | | | | | 19,256 | | | | | | 19,256 | | | | | | — | | | | | | 1,329 | | | | | | 1,329 | | |

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

| | | | | | |

Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Ellie Mae, Inc., or Ellie Mae, which is included in our 2020 consolidated financial statements and constituted $314 million and $66 million of our total and net assets, respectively, as of December 31, 2020, and $351 million and $148 million of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| /s/ Jeffrey C. Sprecher | | | | | | /s/ Scott A. Hill | | |

| Jeffrey C. Sprecher | | | | | | Scott A. Hill | | |

| February 4, 2021 | | | | | | February 4, 2021 | | |

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Ellie Mae, Inc. (Ellie Mae), which is included in the 2020 consolidated financial statements of the Company and constituted $314 million and $66 million of total and net assets, respectively, as of December 31, 2020, and $351 million and $148 million of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

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

February 4, 2021

Accounting for Acquisition of Ellie Mae

*Description of the Matter* As discussed in Note 3 to the consolidated financial statements, during 2020, the Company completed its acquisition of Ellie Mae, Inc. (Ellie Mae) for aggregate consideration of $11.4 billion.

This transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of Ellie Mae was complex due to the significant estimation in the Company’s determination of fair value of identified intangible assets of $4.5 billion, which principally consisted of customer relationships, backlog, trademark/tradenames and developed technology (collectively referred to as the indentified intangibles).

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

These significant assumptions included the revenue and expense growth rates that form the basis of the forecasted results and the discount rate.

*How we Addressed the*

For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangibles, which included testing controls over management’s review of assumptions used in its respective valuation models.

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

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

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

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

*Matter in Our Audit0000000*We tested the Company’s controls that address the risks of material misstatement relating to the Company’s consolidated income tax expense.

in the calculations to the Company’s underlying books and records.

This included assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party advice obtained by the Company.

We assessed the historical accuracy of management’s estimates of its unrecognized tax benefits by comparing the estimates with the resolution of those positions.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, as of January 1, 2018 | | | 600 | | | | | | 6 | | | | | | (17) | | | | | | (1,076) | | | | | | 11,392 | | | | | | 6,858 | | | | | | (223) | | | | | | 28 | | | | | | 16,985 | | | | | | — | | |

| Redeemable non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 71 | | |

| Impact of adoption of ASU 2018-02 to reclassify items stranded in other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26 | | | | | | (26) | | | | | | — | | | | | | — | | | | | | — | | |

| Net income attributable to non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32) | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | |

| Gain on acquisition of remaining MERS interest | | | — | | | | | | — | | | | | | (110) | | | | | |

| Acquisition of non-controlling interest | | | — | | | | | | — | | | | | | (35) | | | | | |

| Proceeds from issuance of redeemable non-controlling interest | | | — | | | | | | — | | | | | | 71 | | | | | |

Where outside owners hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and are subject to remeasurement when repurchase is probable (Note 3).

We previously operated and presented our results as two reportable business segments, but effective October 1, 2020, we realigned our businesses as part of a review of, and changes in, our organizational structure following our acquisition of Ellie Mae.

As a result, we changed our internal financial reporting and the captions in which we present revenue in our financial statements because we determined that a change in reportable segments had occurred.

This presentation is reflective of how our chief

operating decision maker reviews and operates our business.

(b) *Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Independent Registered Public Accounting Firm.* Management’s report on its assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] and the attestation report of Ernst & Young LLP on our internal control over financial reporting are set forth in Part II, Item 8 of this Annual Report.

(c) *Changes in Internal Controls over Financial Reporting.* [removed: Except as described below, there] [added: There] were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9 (C).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

In September 2020, we acquired Ellie Mae and are in the process of integrating the acquired business into our overall internal control over financial reporting process.

As permitted under applicable regulations, we have excluded Ellie Mae from our assessment of internal control over financial reporting as of December 31, 2020.

Information relating to our Board of Directors set forth under the caption [removed: “Item] [added: “Proposal] 1 — Election of Directors — Nominees for Election as Directors at the [removed: 2021] [added: 2022] Annual Meeting” in our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders [removed: (“2021] [added: (“2022] Proxy Statement”) is incorporated herein by reference.

Information relating to our executive officers is, pursuant to General Instruction G(3) of Form 10-K, set forth below under the caption [removed: “Information about our Executive] [added: “Executive] Officers.” Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Common Stock with the reporting requirements of Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), set forth under the caption “Delinquent 16(a) Reports” in the [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

Information relating to our financial expert serving on our Audit Committee (Item 407(d)(5) of Regulation S-K), our Nominating and Corporate Governance Committee (Item 407(c)(3) of Regulation S-K), and our Audit Committee (Item 407(d)(4) of Regulation S-K) is set forth under the caption “Meetings and Committees of the Board of Directors” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

| Jeffrey C. Sprecher | | | [removed: 65] [added: 66] | | | Chairman of the Board and Chief Executive Officer | | |

| [removed: Scott] A. [removed: Hill] [added: Warren Gardiner] | | | [removed: 53] [added: 41] | | | Chief Financial Officer | | |

| Benjamin R. Jackson | | | [removed: 48] [added: 49] | | | President | | |

| David S. Goone | | | [removed: 60] [added: 61] | | | Chief Strategy Officer | | |

| Lynn C. Martin | | | [removed: 44] [added: 45] | | | President, [added: NYSE Group and Chair, ICE] Fixed Income & Data Services | | |

| Andrew J. Surdykowski | | | [removed: 50] [added: 51] | | | General Counsel | | |

| Mark P. Wassersug | | | [removed: 51] [added: 52] | | | Chief Operating Officer | | |

[removed: Hill.] [added: Warren Gardiner.] Mr. [removed: Hill] [added: Gardiner] has served as Chief Financial Officer since May [removed: 2007.][added: 2021.]

[removed: As our Chief Financial Officer, he] [added: He] is responsible for [removed: overseeing] all aspects of [removed: our] [added: ICE’s] finance and accounting functions, treasury, tax, audit and [removed: controls, business development, human resources] [added: controls] and investor relations.

Additionally, he leads the integration planning and execution of our acquisitions and joint ventures [removed: as well as coordinating sales, marketing] and [removed: public relation endeavors.][added: serves as the Chair of ICE Mortgage Technology.]

Ms. Martin [added: previously] served as President of [added: Fixed Income & Data Services from October 2020 to January 2022, President of] ICE Data Services from [removed: July 2015] [added: September 2019] to October 2020 and as President and Chief Operating Officer of ICE Data Services from July 2015 to September 2019.

[removed: She] [added: Ms. Martin] is [removed: responsible for managing our global data and fixed income business, including the] [added: also Chair of Fixed Income & Data Services at ICE, which includes] ICE Bonds execution [removed: venues and] [added: venues, securities] pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

[removed: Prior to her current role,] [added: Additionally,] Ms. Martin served as Chief Operating Officer of ICE Clear U.S., Inc. [removed: Ms. Martin joined NYSE Euronext in 2001] and served in a number of leadership roles, including as Chief Executive Officer of NYSE Liffe U.S. and Chief Executive Officer of New York Portfolio Clearing.

Prior to joining NYSE [removed: Euronext,] [added: Euronext in 2001,] Ms. Martin worked at IBM in their Global Services [removed: organization where she served a variety of functions, predominately as a project manager within the financial services practice.][added: organization.]

A.

Mr. Gardiner served as VP, Investor Relations from July 2017 to May 2021.

Prior to joining us, Mr. Gardiner served in various positions at Evercore ISI, including Director, Equity Research from February 2016 through May 2017 and Vice President, Equity Research from April 2013 through February 2016.

Prior to that, he was an equity research analyst at Barclays.

Mr. Gardiner is a CFA Charterholder and holds a Bachelor of Arts degree in Managerial Economics from Union College.

Martin. Ms. Martin has served as President of NYSE Group, a wholly-owned subsidiary of ICE, since January 2022.

NYSE Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as four fully electronic equity markets and two options exchanges.

Scott A.

Prior to joining us, Mr. Hill spent 16 years as an international finance executive for IBM.

He oversaw IBM’s worldwide financial forecasts and measurements from 2006 through 2007, working alongside the Chief Financial Officer of IBM and with all of the company’s global business units.

Prior to that, Mr. Hill was Vice President and Controller of IBM Japan’s multi-billion dollar business operation from 2003 through 2005.

He currently serves on the Board of Directors of VVC Exploration Corporation and serves on the Audit Committee.

Mr. Hill earned his Bachelor of Business Administration in Finance from the University of Texas at Austin and his Master of Business Administration from New York University.

Martin. Ms. Martin has served as President of Fixed Income & Data Services since October 2020.

Information relating to executive compensation set forth under the captions [removed: “Item 1 — Election of Directors — Non-Employee Directors Compensation,”] “Compensation Discussion & Analysis,” [removed: “Compensation Committee Report,” and] [added: “Executive Compensation,”] “Compensation Committee Interlocks and Insider [removed: Participation”] [added: Participation,” “Non-Employee Director Compensation,” and “Compensation Committee Report”] in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

Information regarding ownership of our common stock by certain persons as set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

Information regarding certain relationships and transactions between our company and certain of our affiliates as set forth under the caption “Certain Relationships and Related Transactions” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

In addition, information regarding our directors’ independence (Item 407(a) of Regulation S-K) as set forth under the caption “Item 1 — Election of Directors — Nominees for Election as Directors at the [removed: 2021] [added: 2022] Annual Meeting” in our [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

Information regarding principal accountant fees and services of our independent registered public accounting firm, Ernst & Young LLP, is set forth under the caption “Information About [removed: the Company’s] [added: Our] Independent Registered Public Accounting Firm Fees and Services” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

- Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

- Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

- Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

| 4.16 | | | — | | | [Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) [to] [added: 4.2 to] Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) | | |

| 4.20 | | | — | | | [Form of [removed: Floating Rate] [added: 0.700%] Senior Notes due 2023 (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| 4.21 | | | — | | | [Form of [removed: 0.700%] [added: 1.850%] Senior Notes due [removed: 2023] [added: 2032] (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| 4.22 | | | — | | | [Form of [removed: 1.850%] [added: 2.650%] Senior Notes due [removed: 2032] [added: 2040] (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| 4.23 | | | — | | | [Form of [removed: 2.650%] [added: 3.000%] Senior Notes due [removed: 2040] [added: 2060] (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | |

| 4.24 | | | — | | | [removed: [Form of 3.000% Senior Notes due 2060 (included as an exhibit to the Third Supplemental Indenture] [added: [Registration Rights Agreement,] dated [removed: as of August 20, 2020)] [added: September 4, 2020, by and between Intercontinental Exchange, Inc. and Ellie Mae Parent, LP.] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.1] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 20,] [added: September 4,] 2020, File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465920102650/tm2030268d1_ex4-1.htm)] | | |

| [removed: 4.25] [added: 10.8] | | | — | | | [removed: [Registration Rights] [added: [Transition and Separation] Agreement, dated [removed: September 4, 2020, by and] [added: as of March 2, 2021,] between Intercontinental Exchange, Inc. and [removed: Ellie Mae Parent, LP.] [added: Scott A. Hill] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: September 4, 2020,] [added: March 2, 2021,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465920102650/tm2030268d1_ex4-1.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465921030758/tm218456d1_ex10-1.htm)] | | |

| [removed: 4.26] [added: 4.25] | | | | | | [Description of ICE’s Securities Registered under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1571949/000157194921000003/ice20201231ex426.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex425.htm)] | | |

| [removed: 10.2] [added: 10.7] | | | — | | | [removed: [Employment] [added: [Form of Employment] Agreement [removed: dated February 24, 2012] between Intercontinental Exchange Holdings, Inc. and [removed: Charles A. Vice] [added: the other U.S. officers] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] to Intercontinental Exchange Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. [removed: 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000118811212000484/ex10-2.htm)] [added: 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000118811212000484/ex10-6.htm)] | | |

| [removed: 10.6] [added: 10.2] | | | — | | | [removed: [Form] [added: [Employment Agreement, dated as] of [removed: Employment Agreement] [added: May 15, 2021,] between Intercontinental Exchange Holdings, Inc. and [removed: the other U.S. officers] [added: Warren Gardiner] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to Intercontinental [removed: Exchange Holdings, Inc.’s] [added: Exchange, Inc.'s Amendment No. 1 to] Current Report on Form 8-K filed with the SEC on [removed: February 24, 2012,] [added: May 20, 2021,] File No. [removed: 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000118811212000484/ex10-6.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465921069970/tm2117066d1_ex10-1.htm)] | | |

| [removed: 10.7] [added: 10.26] | | | — | | | [removed: [Transition and Separation] [added: [Aircraft Time Sharing] Agreement [added: dated as of March 4, 2021] between Intercontinental Exchange Holdings, Inc. and [removed: Charles A. Vice dated January 21, 2020] [added: Benjamin R. Jackson] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to Intercontinental Exchange, Inc.'s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: January 21, 2020,] [added: April 29, 2021,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465920005589/tm203785d1_ex10-1.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex107.htm)] | | |

| [removed: 10.8] [added: 10.9] | | | — | | | [Intercontinental Exchange Holdings, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No. 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000095014409001156/g17549exv10w7.htm) | | |

| [removed: 10.9] [added: 10.10] | | | — | | | [Intercontinental Exchange Holdings, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009, File No. 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000095012309030006/g16992exv10w1.htm) | | |

| [removed: 10.10] [added: 10.11] | | | — | | | [Intercontinental Exchange Holdings, Inc. 2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009, File No. 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000095012309030006/g16992exv10w2.htm) | | |

| [removed: 10.11] [added: 10.12] | | | — | | | [Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).](http://www.sec.gov/Archives/edgar/data/1174746/000119312513233722/d543434dex41.htm) | | |

| [removed: 10.12] [added: 10.13] | | | — | | | [Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).](http://www.sec.gov/Archives/edgar/data/1174746/000119312513233722/d543434dex42.htm) | | |

| [removed: 10.13] [added: 10.14] | | | [added: —] | | | [Amendment No. 1 to the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194917000009/ice2017630ex102.htm) | | |

| [removed: 10.14] [added: 10.15] | | | — | | | [Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Form S-8 filed with the SEC on May 22, 2017, File No. 333-218619).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517178188/d380480dex41.htm) | | |

| [removed: 10.15] [added: 10.16] | | | — | | | [Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 21, 2018, File No. 333-225065).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518168781/d544611dex43.htm) | | |

| [removed: 10.16] [added: 10.17] | | | — | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit1017.htm) | | |

| [removed: 10.17] [added: 10.18] | | | — | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit1018.htm) | | |

| [removed: 10.18] [added: 10.19] | | | — | | | [Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.31 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).](https://www.sec.gov/Archives/edgar/data/1174746/000095012305012539/y06540a5exv10w31.htm) | | |

| [removed: 10.19] [added: 10.20] | | | — | | | [First Amendment to Contribution and Asset Transfer Agreement, dated as of May 17, 2000, by and among IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.32 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).](https://www.sec.gov/Archives/edgar/data/1174746/000095012305012539/y06540a5exv10w32.htm) | | |

| [removed: 10.20] [added: 10.21] | | | — | | | [Second Amendment to Contribution and Asset Transfer Agreement, dated as of October 24, 2005, by and among Intercontinental Exchange Holdings, Inc., Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.33 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).](https://www.sec.gov/Archives/edgar/data/1174746/000095012305012539/y06540a5exv10w33.htm) | | |

| [removed: 10.21] [added: 10.25] | | | — | | | [Aircraft Time Sharing Agreement dated as of February 6, [removed: 2012] [added: 2019] between Intercontinental Exchange Holdings, Inc. and [removed: Jeffrey C. Sprecher] [added: Scott A. Hill] (incorporated by reference to Exhibit [removed: 10.37] [added: 10.34] to Intercontinental [removed: Exchange Holdings, Inc.’s] [added: Exchange, Inc.'s] Annual Report on Form 10-K filed with the SEC on February [removed: 8, 2012,] [added: 7, 2019,] File No. [removed: 001-32671).](https://www.sec.gov/Archives/edgar/data/1174746/000119312512045255/d267160dex1037.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194919000003/ice20181231ex1034.htm)] | | |

| 10.22 | | | — | | | [Aircraft Time Sharing Agreement dated as of [removed: February 6, 2012] [added: March 4, 2021] between Intercontinental Exchange Holdings, Inc. and [removed: Charles A. Vice] [added: Jeffrey C. Sprecher] (incorporated by reference to Exhibit [removed: 10.38] [added: 10.5] to Intercontinental [removed: Exchange Holdings, Inc.’s Annual] [added: Exchange, Inc.'s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 8, 2012,] [added: April 29, 2021,] File No. [removed: 001-32671).](https://www.sec.gov/Archives/edgar/data/1174746/000119312512045255/d267160dex1038.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex105.htm)] | | |

| [removed: 10.23] [added: 10.24] | | | [removed: —] | | | [Aircraft Time Sharing Agreement dated as of [removed: February 6, 2019] [added: March 4, 2021] between Intercontinental Exchange Holdings, Inc. and David S. Goone (incorporated by reference to Exhibit [removed: 10.36] [added: 10.6] to Intercontinental Exchange, Inc.'s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 7, 2019,] [added: April 29, 2021,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194919000003/ice20181231ex1036.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex106.htm)] | | |

| [removed: 10.24] [added: 10.27] | | | — | | | [Aircraft Time Sharing Agreement dated as of [removed: February 6, 2019] [added: March 4, 2021] between Intercontinental Exchange Holdings, Inc. and [removed: Scott A. Hill] [added: Lynn Martin] (incorporated by reference to Exhibit [removed: 10.34] [added: 10.4] to Intercontinental Exchange, Inc.'s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 7, 2019,] [added: April 29, 2021,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194919000003/ice20181231ex1034.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex104.htm)] | | |

| [removed: 10.25] [added: 10.6] | | | — | | | [removed: [Aircraft Time Sharing] [added: [Employment] Agreement dated as of February [removed: 6, 2019] [added: 1, 2021] between [added: ICE Data, LP, a wholly-owned subsidiary of] Intercontinental [removed: Exchange Holdings,] [added: Exchange,] Inc. and [removed: Benjamin R. Jackson] [added: Lynn Martin] (incorporated by reference to Exhibit [removed: 10.35] [added: 10.3] to Intercontinental Exchange, Inc.'s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 7, 2019,] [added: April 29, 2021,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194919000003/ice20181231ex1035.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex103.htm)] | | |

| [removed: 10.26] [added: 10.28] | | | [added: —] | | | [Form of Agreement Relating to Noncompetition and Other Covenants signed by each of the non-employee directors and by Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 17, 2016, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157104916015366/t1600343_ex10-1.htm) | | |

| [removed: 10.27] [added: 10.29] | | | — | | | [Credit Agreement dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America, N.A., as syndication agent, and each of the lenders party thereto for an aggregate $3.0 billion five-year senior unsecured revolving credit facility (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2014).](https://www.sec.gov/Archives/edgar/data/1571949/000118811214000936/ex10-1.htm) | | |

| [removed: 10.28] [added: 10.30] | | | — | | | [First Amendment to Credit Agreement dated as of May 15, 2015 amending Credit Agreement originally dated April 3, 2014 among Intercontinental Exchange, Inc. (formerly known as IntercontinentalExchange Group, Inc.) and ICE Europe Parent Limited, as borrowers, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America N.A., as syndication agent, and each of the lenders party thereto for an aggregate $3.0 billion five-year senior unsecured revolving credit facility (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 19, 2015, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157104915004429/t82373_ex10-1.htm) | | |

| [removed: 10.29] [added: 10.31] | | | — | | | [Second Amendment to Credit Agreement dated as of November 9, 2015 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015) among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157104915009270/t83582_ex10-1.htm) | | |

| [removed: 10.30] [added: 10.32] | | | — | | | [Third Amendment to Credit Agreement dated as of November 13, 2015 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015 and the Second Amendment to Credit Agreement, dated as of November 9, 2015) among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000157104915009270/t83582_ex10-2.htm) | | |

| [removed: 10.31] [added: 10.33] | | | — | | | [The Fourth Amendment to Credit Agreement, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, and the Third Amendment to Credit Agreement, dated as of November 13, 2015) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 21, 2017, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517263699/d446375dex101.htm) | | |

| [removed: 10.32] [added: 10.34] | | | — | | | [The Fifth Amendment to Credit Agreement, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015 and the Fourth Amendment to Credit Agreement, dated as of August 18, 2017) (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 21, 2017, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517263699/d446375dex102.htm) | | |

| [removed: 10.33] [added: 10.35] | | | — | | | [The Sixth Amendment to Credit Agreement, dated as of August 9, 2018 among Intercontinental Exchange, Inc. as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, and the Fifth Amendment to Credit Agreement, dated as of August 18, 2017) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 9, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000114420418043316/tv500532_ex10-1.htm) | | |

| [removed: 10.34] [added: 10.36] | | | — | | | [The Seventh Amendment to Credit Agreement, dated as of August 14, 2020 among Intercontinental Exchange, Inc. as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017 and the Sixth Amendment to Credit Agreement, dated as of August 9, 2018) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 18, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465920096545/tm2028854d1_ex10-1.htm) | | |

| [removed: 10.35] [added: 10.37] | | | — | | | [The Eighth Amendment to Credit Agreement, dated as of August 21, 2020 among Intercontinental Exchange, Inc. as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018 and the Seventh Amendment to Credit Agreement, dated as of August 14, 2020) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 25, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465920098387/tm2029303d1_ex10-1.htm) | | |

| [removed: 10.36] [added: 10.38] | | | — | | | [removed: [Term Loan] [added: [The Ninth Amendment, dated as of March 8, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain] Credit Agreement, dated as of [removed: August 21, 2020,] [added: April 3, 2014,] by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent [removed: (incorporated] [added: (as amended] by [added: the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020 and the Eighth Amendment to Credit Agreement, dated as of August 21, 2020)](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex101.htm) [(incorporated by] reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1571949/000110465920098387/tm2029303d1_ex10-2.htm)[2](https://www.sec.gov/Archives/edgar/data/1571949/000110465920098387/tm2029303d1_ex10-2.htm) [to] [added: 10.1 to] Intercontinental Exchange, [removed: Inc.’s Current] [added: Inc.'s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: August 25, 2020,] [added: April 29, 2021,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465920098387/tm2029303d1_ex10-2.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex101.htm)] | | |

| 10.23 | | | — | | | [Aircraft Time Sharing Agreement dated as of February 2, 2022 between Intercontinental Exchange Holdings, Inc. and Warren Gardiner.](https://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm) | | |

| 10.39 | | | — | | | [The Tenth Amendment, dated as of October 15, 2021, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014, by and among Intercontinental Exchange, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015, the Fourth Amendment to Credit Agreement, dated as of August 18, 2017, the Fifth Amendment to Credit Agreement, dated as of August 18, 2017, the Sixth Amendment to Credit Agreement, dated as of August 9, 2018, the Seventh Amendment to Credit Agreement, dated as of August 14, 2020, the Eighth Amendment to Credit Agreement, dated as of August 21, 2021, and the Ninth Amendment to Credit Agreement, dated as of March 8, 2021)](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm) [](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm)[(inc](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm)[orp](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm)[orated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 18, 2021, File No. 001-36198](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/1571949/000119312521301088/d216510dex101.htm) | | |

| A. Warren Gardiner | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Scott A. Hill | | | | | | | | |

| /s/ Frederick W. Hatfield | | | Director | | | February 4, 2021 | | |

| Frederick W. Hatfield | | | | | | | | |