Intercontinental Exchange (ICE) 10-K risk factor changes: FY2022 vs FY2021

See the factors set forth under the heading* “*Forward Looking Statements” at the beginning of Part 1 of this Annual Report and in Item 1(A) under the heading “Risk Factors.” For discussion related to the results of operations and changes in financial condition for [removed: 2020] [added: 2021] compared to [removed: 2019] [added: 2020] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2020] [added: 2021] Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February [removed: 4, 2021.*][added: 3, 2022.*]

[removed: We report our results in] [added: Our business is conducted through] three [added: reportable business] segments: Exchanges, Fixed Income and Data [removed: Services,] [added: Services] and Mortgage Technology.

The majority of our identifiable assets are located in the U.S. and U.K. [added: We report our results in the following three segments:]

- [removed: In our Exchanges segment, we] [added: Exchanges: We] operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities.

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

- [removed: In our] Mortgage [removed: Technology segment, we] [added: Technology: We] provide [removed: an end-to-end] [added: a] technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage [added: market, from application through closing and the secondary] market.

From an operational perspective, our businesses, including our exchanges, clearing houses, [removed: listing] [added: listings] venues, data services [removed: businesses,] [added: businesses] and mortgage platforms, have [removed: remained open and we do] not [removed: have any plans to close any of our business operations] [added: suffered a material negative impact] as a result of [added: these events in Ukraine and] the [removed: COVID-19 pandemic.][added: surrounding region.]

[removed: ][added: ]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | Change | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | Change | | |

| Revenues, less transaction-based expenses | | | $ | [removed: 7,146] [added: 7,292] | | | | | $ | [removed: 6,036] [added: 7,146] | | | | | | | | [removed: 18] [added: 2] | | % | | | | $ | [removed: 6,036] [added: 7,146] | | | | | $ | [removed: 5,202] [added: 6,036] | | | | | | | | [removed: 16] [added: 18] | | % |

| Operating expenses | | | $ | [removed: 3,697] [added: 3,654] | | | | | $ | [removed: 3,003] [added: 3,697] | | | | | | | | [removed: 23] [added: (1)] | | % | | | | $ | [removed: 3,003] [added: 3,697] | | | | | $ | [removed: 2,529] [added: 3,003] | | | | | | | | [removed: 19] [added: 23] | | % |

| Adjusted operating [removed: expenses(1)] [added: expenses(2)] | | | $ | [removed: 2,977] [added: 2,953] | | | | | $ | [removed: 2,495] [added: 2,977] | | | | | | | | [removed: 19] [added: (1)] | | % | | | | $ | [removed: 2,495] [added: 2,977] | | | | | $ | [removed: 2,189] [added: 2,495] | | | | | | | | [removed: 14] [added: 19] | | % |

| Operating income | | | $ | [removed: 3,449] [added: 3,638] | | | | | $ | [removed: 3,033] [added: 3,449] | | | | | | | | [removed: 14] [added: 5] | | % | | | | $ | [removed: 3,033] [added: 3,449] | | | | | $ | [removed: 2,673] [added: 3,033] | | | | | | | | [removed: 13] [added: 14] | | % |

| Adjusted operating [removed: income(1)] [added: income(2)] | | | $ | [removed: 4,169] [added: 4,339] | | | | | $ | [removed: 3,541] [added: 4,169] | | | | | | | | [removed: 18] [added: 4] | | % | | | | $ | [removed: 3,541] [added: 4,169] | | | | | $ | [removed: 3,013] [added: 3,541] | | | | | | | | 18 | | % |

| Operating margin | | | [removed: 48] [added: 50] | | % | | | | [removed: 50] [added: 48] | | % | | | | | | | [removed: (2 pts)] [added: 2 pts] | | | | | | [removed: 50] [added: 48] | | % | | | | [removed: 51] [added: 50] | | % | | | | | | | [removed: (1 pt)] [added: (2 pts)] | | |

| Adjusted operating [removed: margin(1)] [added: margin(2)] | | | [removed: 58] [added: 59] | | % | | | | [removed: 59] [added: 58] | | % | | | | | | | [removed: (1 pt)] [added: 1 pt] | | | | | | [removed: 59] [added: 58] | | % | | | | [removed: 58] [added: 59] | | % | | | | | | | [removed: 1 pt] [added: (1 pt)] | | |

| Other [removed: income (expense),] [added: income/(expense),] net | | | $ | [removed: 2,249] [added: (1,830)] | | | | | $ | [removed: (267)] [added: 2,249] | | | | | | | | n/a | | | | | | $ | [removed: (267)] [added: 2,249] | | | | | $ | [removed: (192)] [added: (267)] | | | | | | | | [removed: 39] [added: n/a] | | [removed: %] |

| Income tax expense | | | $ | [removed: 1,629] [added: 310] | | | | | $ | [removed: 658] [added: 1,629] | | | | | | | | [removed: 148] [added: (81)] | | % | | | | $ | [removed: 658] [added: 1,629] | | | | | $ | [removed: 521] [added: 658] | | | | | | | | [removed: 26] [added: 148] | | % |

| Effective tax rate | | | [removed: 29] [added: 17] | | % | | | | [removed: 24] [added: 29] | | % | | | | | | | [removed: 5 pts] [added: (12 pts)] | | | | | | [removed: 24] [added: 29] | | % | | | | [removed: 21] [added: 24] | | % | | | | | | | [removed: 3] [added: 5] pts | | |

| Net income attributable to ICE | | | $ | [removed: 4,058] [added: 1,446] | | | | | $ | [removed: 2,089] [added: 4,058] | | | | | | | | [removed: 94] [added: (64)] | | % | | | | $ | [removed: 2,089] [added: 4,058] | | | | | $ | [removed: 1,933] [added: 2,089] | | | | | | | | [removed: 8] [added: 94] | | % |

| Adjusted net income attributable to [removed: ICE(1)] [added: ICE(2)] | | | $ | [removed: 2,910] [added: 2,974] | | | | | $ | [removed: 2,449] [added: 2,863] | | | | | | | | [removed: 19] [added: 4] | | % | | | | $ | [removed: 2,449] [added: 2,863] | | | | | $ | [removed: 2,142] [added: 2,449] | | | | | | | | [removed: 14] [added: 17] | | % |

| Diluted earnings per share attributable to ICE common stockholders | | | $ | [removed: 7.18] [added: 2.58] | | | | | $ | [removed: 3.77] [added: 7.18] | | | | | | | | [removed: 90] [added: (64)] | | % | | | | $ | [removed: 3.77] [added: 7.18] | | | | | $ | [removed: 3.42] [added: 3.77] | | | | | | | | [removed: 10] [added: 90] | | % |

| Adjusted diluted earnings per share attributable to ICE common [removed: stockholders(1)] [added: stockholders(2)] | | | $ | [removed: 5.15] [added: 5.30] | | | | | $ | [removed: 4.41] [added: 5.06] | | | | | | | | [removed: 17] [added: 5] | | % | | | | $ | [removed: 4.41] [added: 5.06] | | | | | $ | [removed: 3.79] [added: 4.41] | | | | | | | | [removed: 16] [added: 15] | | % |

| Cash flows from operating activities | | | $ | [removed: 3,123] [added: 3,554] | | | | | $ | [removed: 2,881] [added: 3,123] | | | | | | | | [removed: 8] [added: 14] | | % | | | | $ | [removed: 2,881] [added: 3,123] | | | | | $ | [removed: 2,659] [added: 2,881] | | | | | | | | 8 | | % |

[removed: (1)] [added: (2)] The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.

These adjusted [removed: numbers] [added: figures] are not calculated in accordance with U.S. Generally Accepted Accounting Principles, or GAAP.

- Revenues, less transaction-based expenses, increased [removed: $834] [added: $146] million in [removed: 2020] [added: 2022] from [removed: 2019.][added: 2021.]

The increase in revenues includes [removed: $7] [added: $115] million in [removed: favorable] [added: unfavorable] foreign exchange effects arising from the [removed: weaker] [added: stronger] U.S. dollar in [removed: 2020] [added: 2022] from [removed: 2019.][added: 2021.]

The [removed: increase] [added: decrease] in operating expenses includes [removed: $2] [added: $38] million in [removed: unfavorable] [added: favorable] foreign exchange effects arising from the [removed: weaker] [added: stronger] U.S. dollar in [removed: 2020] [added: 2022] from [removed: 2019.][added: 2021.]

- Other [removed: income (expense),] [added: 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.

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

In [removed: June] 2021, the U.K. enacted a corporate income tax rate increase from 19% to 25% effective April 1, 2023.

- commodity, interest [added: rate, inflation] rate and financial markets [added: volatility and] uncertainty;

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

As discussed more fully in Item 1 “- Business - Regulation” included in this Annual Report, Brexit, [removed: the implementation of] MiFID II and other regulations [removed: may result] [added: have resulted] in operational, regulatory and/or business risk.

In addition, we have increased our portion of recurring revenues from 34% in 2014 to [removed: 49%] [added: 51%] in [removed: 2021.][added: 2022.]

For details on trends in recent prior-year periods, refer to our [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] Annual Reports on Form 10-K.

[removed: ][added: ]

As a result, these adjusted [removed: numbers] [added: figures] are not calculated in accordance with U.S. GAAP.

Pending Acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we had entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets.

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

As of May 4, 2022, the transaction was valued at approximately $13.1 billion, or $85 per share of Black Knight common stock, with cash comprising 80% of the value of the aggregate transaction consideration and shares of our common stock comprising 20% of the value of the

aggregate transaction consideration at that time.

The aggregate cash component of the transaction consideration is fixed at $10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger.

This transaction builds on our position as a provider of electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry.

Black Knight provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets.

We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

On August 19, 2022, our preliminary proxy statement/prospectus on Form S-4 was declared effective by the SEC, and on September 21, 2022, Black Knight stockholders approved the transaction.

The transaction is expected to close in the first half of 2023 following the receipt of regulatory approvals and the satisfaction of customary closing conditions.

Global Market Conditions

Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events or conflicts.

During 2022, macroeconomic conditions, including rising interest rates, recent spikes in inflation rates and market volatility, along with geopolitical concerns, including the war in Ukraine and the sanctions and other measures that have been and continue to be imposed in response to the war, created uncertainty and volatility in the global economy and resulted in a dynamic operating environment.

Our business has been impacted positively and negatively by these global economic conditions.

For instance, due to market volatility and rising interest rates, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds.

Conversely, increases in mortgage interest rates in 2022 have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment.

We have suspended all services in Russia except for limited offerings to non-sanctioned entities.

We expect the macro environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates and inflation rates, as well as the uncertainty surrounding the extent and duration of the ongoing conflict between Russia and Ukraine, and the impact that any of the foregoing may have on the global economy and on our business.

Tax Policy Changes

In July and August 2022, the CHIPS and Science Act, or CHIPS, and the Inflation Reduction Act of 2022, or IRA, were signed into law.

The IRA introduced a 15% corporate alternative minimum tax, or CAMT, on adjusted financial statement income for corporations with profits in excess of $1 billion, effective for tax years after December 31, 2022.

While further guidance on the implementation of the CAMT is expected, we do not expect it will have a material impact to our 2023 effective tax rate.

We also do not expect that CHIPS will have a material impact.

The IRA also includes a stock buyback excise tax of 1% on share repurchases, which will apply to net stock buybacks after December 31, 2022.

We do not expect this to have a material impact once share repurchases are resumed.

The Organization for Economic Cooperation and Development, or OECD/G20, has proposed the introduction of a global minimum tax rate at 15%.

Consultations are ongoing and while we expect increased tax compliance requirements, we do not expect a material impact to our effective tax rate given our current tax profile.

| Recurring revenues(1) | | | $ | 3,721 | | | | | $ | 3,509 | | | | | | | | 6 | | % | | | | $ | 3,509 | | | | | $ | 2,923 | | | | | | | | 20 | | % |

| Transaction revenues, net(1) | | | $ | 3,571 | | | | | $ | 3,637 | | | | | | | | (2) | | % | | | | $ | 3,637 | | | | | $ | 3,113 | | | | | | | | 17 | | % |

(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility.

We define transaction revenues as those associated with a more specific point-in-time service, such as trade execution.

- Operating expenses decreased $43 million in 2022 from 2021.

- Other income/(expense), net, in 2022 primarily includes our share of estimated equity method investment losses and an impairment charge on our investment in Bakkt to its fair value, of $1.4 billion, a net gain on the sale of our Euroclear plc, or Euroclear, stake of $41 million, interest income of $108 million and interest expense of $616 million.

- The effective tax rate in 2022 was lower than the effective tax rate in 2021 primarily due to the deferred income tax benefit from the impairment to our equity method investment in Bakkt in the current year, and the deferred income tax expense from the U.K. tax law changes in the prior year.

In 2020, the UK enacted a corporate income tax rate increase from 17% to 19% effective April 1, 2020.

Segments are discussed more in detail in "Item 1- Business".


| Recurring revenues | | | $ | 1,392 | | | | | $ | 1,317 | | | | | | | | | | | 6 | | % | | | | $ | 1,317 | | | | | $ | 1,236 | | | | | | | | 7 | | % |

| Transaction revenues, net | | | $ | 2,679 | | | | | $ | 2,539 | | | | | | | | | | | 6 | | % | | | | $ | 2,539 | | | | | $ | 2,395 | | | | | | | | 6 | | % |

Bakkt Transaction

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

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.

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

Certain shareholders of VIH exercised their redemption rights, and at closing, Bakkt equity holders, including ICE, owned approximately 81% of the combined company, VIH’s public shareholders owned approximately 5%, VPC owned 2%, and PIPE investors (a group that also includes us) owned approximately 12% of the issued and outstanding common stock of the combined company.

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.

COVID-19

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 many of our employees are continuing to work remotely.

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

We continue to monitor local government mandates in determining our office re-openings, re-closures and work-related travel.

Global health concerns relating to COVID-19 and preventive measures taken to reduce its spread have created significant volatility in financial markets, which has resulted in higher trading volumes for some of our products and increased demand for our services.

The extent of the impact of the pandemic on our business will depend on future developments, including the duration, spread and severity of the outbreak, the effectiveness of vaccines against COVID-19 over the long term and against new and emerging variants thereof, and the actions taken to contain the spread of the disease or mitigate its impact.

We continue to monitor this dynamic situation, including guidance and regulations issued by U.S. and other governmental authorities.

In light of the continually evolving nature of the COVID-19 outbreak, we are not able at this time to estimate the ultimate effect of the pandemic on our business, results of operations or financial condition in the future.

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

- Operating expenses increased $474 million in 2020 from 2019.

- 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 2020 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.

have on us.

Our business is conducted through three reportable business segments, comprised of the following:

- Our Exchanges segment includes our trade execution and clearing within our global futures network and NYSE businesses, various data and connectivity services that are directly related to those exchange platforms, administration fees and our NYSE listings business.

Trade execution and clearing products include energy, agricultural and metals, financial futures and options, cash equities, equity options, OTC and other;

- Our Fixed Income and Data Services segment includes pricing and reference data, analytics, indices, trade execution and clearing within our ICE Bonds and CDS businesses, consolidated feeds and our ICE Global Network businesses; and

- Our Mortgage Technology segment includes origination technology, closing solutions, data and analytics and other mortgage technology businesses.

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.

Prior-year periods have been adjusted to reflect these changes.

*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.

If any of the risks discussed below actually [added: occur or continue to] occur, our business, financial condition, operating results or cash flows could be materially adversely affected.

- Climate change and the transition to renewable energy [removed: and a net zero economy] pose operational, [removed: commercial and] [added: commercial,] regulatory [added: and financial] risks.

- [removed: The] [added: Pandemics or other public health emergencies, including the emergence of new] COVID-19 [removed: pandemic] [added: variants resulting in another pandemic,] could adversely affect our business, results of operations and financial condition.

- Regulatory [removed: changes] [added: developments] or court rulings may have an adverse impact on our ability to derive revenue from market data and connectivity fees.

- The uncertainty surrounding the [removed: terms of] [added: U.K. and EU regulatory frameworks following] the U.K.'s exit from the EU, commonly referred to as Brexit, could adversely impact our business, results of operations and financial condition.

- Our systems and those of our third-party service providers [removed: may be] [added: are] vulnerable to cyberattacks, hacking and other cybersecurity risks, which could result in wrongful manipulation, disclosure, destruction, or use of our information or that of a third party, or which could make our participants unable or reluctant to use our electronic platforms.

- Our business [added: has in the past been, and] may [removed: be] [added: in the future be,] harmed by computer and communication systems failures and delays.

- We currently have a substantial amount of outstanding indebtedness which could adversely affect our financial condition and operations and restrict our activities or [added: our ability to] satisfy our debt service obligations.

Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, currency fluctuations, interest rate changes, increased mortgage foreclosure volume, [added: decreased mortgage origination volume,] geopolitical 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.

- the impact of climate change and the transition to renewable energy and away from [removed: crude oil;][added: fossil fuels;]

[removed: A] [added: Continued] stagnation or [removed: a decline] [added: declines] in the [removed: initial public offering, or IPO,] [added: IPO] market, or issuers choosing to list on venues other than the NYSE, could have an adverse effect on our revenues.

[added: In addition,] U.S. trade and diplomatic tensions, [added: including] U.S. government policies toward [removed: China, including sanctions laws, executive orders and other regulations,] [added: China] and Chinese government policies toward [removed: U.S. companies and Chinese companies listed on U.S. exchanges] [added: the U.S.,] are likely to impact our existing business and future opportunities.

In addition, the [removed: Holding Foreign Companies Accountable Act,] [added: HFCAA,] 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.

[removed: In] [added: There remains] the [removed: future, there may be other listed companies] [added: risk] that [added: in] the [removed: NYSE will be required] [added: future the SEC may suspend trading of NYSE-listed companies under this Act, which would require us] to [removed: take similar action against] [added: suspend trading for those companies] to comply with U.S. government policies, which could impact our business.

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

[removed: Mortgage] [added: For example, beginning in early 2021 and through the date of this Annual Report, mortgage] lending volume has decreased substantially [removed: in certain years in the past,] and could [removed: again] [added: continue to further] decrease in the future.

[removed: Factors] [added: Additional factors] that could [added: now or in the future] adversely impact mortgage lending volumes include [removed: increased mortgage interest rates,] reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing, [removed: the available inventory of housing, affordability of housing] and other macroeconomic factors.

For example, clearing members in ICE Clear Europe have provided margin and guaranty funds with an aggregate cash balance of [removed: $98.2] [added: $105.4] billion as of December 31, [removed: 2021] [added: 2022] and a total of [removed: $150.4] [added: $147.4] billion for all of our clearing houses as of December 31, [removed: 2021.][added: 2022.]

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

As of December 31, [removed: 2021,] [added: 2022,] our clearing houses held [removed: $85.0] [added: $118.1] billion of non-cash margin or guaranty fund contributions in U.S. and other sovereign treasury securities: [removed: $64.5] [added: $91.8] billion of this amount was comprised of U.S. Treasury securities, [removed: $1.5] [added: $3.8] billion of French Treasury securities, [removed: $1.4] [added: $2.2] billion of German Treasury securities, [removed: $2.2] [added: $2.8] billion of U.K. Treasury securities and [removed: $15.4] [added: $17.5] billion of other European, Japanese, Canadian and Tri-Party Treasury securities.

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

In the event that inflation [removed: increases] [added: continues to increase] 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.

- concerns over [added: recession,] 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 levels.

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

Climate change and the transition to renewable energy [removed: and a net zero economy] pose operational, [removed: commercial and] [added: commercial,] regulatory [added: and financial] risks.

In addition, the transition to renewable energy [removed: and a net zero economy] involves changes to consumer and institutional preferences around energy [added: production and] 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.

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

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

[removed: The] [added: Pandemics and other public health emergencies, including the emergence of new] COVID-19 [removed: pandemic] [added: variants resulting in another pandemic,] could adversely affect our business, results of operations and financial condition.

The coronavirus (COVID-19) pandemic [removed: has] created economic and financial disruptions globally and [removed: has] led governmental authorities to take unprecedented measures to mitigate the spread of the [removed: 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.][added: disease.]

From an operational perspective, the spread of COVID-19 [removed: has] resulted in, and [added: the emergence of a new pandemic or other health emergency, including a resurgence of COVID-19,] could [removed: again] [added: in the future] result in, temporary closures of our office facilities and the office facilities of our customers and our third-party vendors.

[removed: However, we] [added: We] cannot assure you that such measures will adequately protect our business, and [removed: an extended period of remote work arrangements] could [removed: heighten existing and] introduce new operational risks, including, but not limited to, cybersecurity risk, and could strain our technological resources and business continuity plans.

If one or more of the third-party vendors to whom we outsource certain material activities claim that they cannot perform due to a force majeure or experience operational failures as a result of [removed: the COVID-19 pandemic,] [added: a pandemic or other public health emergency,] it could have a material adverse effect on our business, results of operations and financial condition.

The emergence of [removed: 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 [added: executive officers,] staff and primary facilities, and the viability of our customers.

In addition, [added: in 2022,] 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 [removed: has] [added: have] impacted the availability of critical hardware and extended lead times for certain components and systems we require for our operations.

[removed: The] [added: A resurgence in] COVID-19 [added: cases, or another] pandemic [added: or public health emergency,] 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.

[removed: Pandemic-related] [added: Pandemic and public health-related] restrictions could also impact third-party providers' abilities to meet their contractual obligations to us, potentially impacting our operations.

[removed: The COVID-19 pandemic] [added: Pandemics and public health emergencies] could also have an adverse impact on our customers’ businesses, risk management needs and ability to [removed: trade.][added: trade, and, to the extent they do so may adversely affect our business, financial condition or results of operations.]

As of December 31, [removed: 2021,] [added: 2022,] we had goodwill of $21.1 billion and net other intangible assets of [removed: $13.7] [added: $13.1] billion relating to our acquisitions and our purchase of trademarks and Internet domain names from various third parties.

[removed: We] [added: During 2022, we recorded an impairment of our equity investment in Bakkt and we] cannot assure you that we will not experience future events that may result in these types of impairments.

Black Knight Acquisition

- The merger will not be completed unless important conditions are satisfied or waived, including regulatory approvals.

- Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, that could have an adverse effect on ICE following the merger or that are otherwise unacceptable to ICE.

- We may be unable to successfully integrate Black Knight’s business and realize the anticipated benefits of the merger, and we will incur significant costs in connection with the merger and the integration of Black Knight.

- As a result of the merger, we will be subject to risks relating to the business conducted by Black Knight.

- After the completion of the merger, we will be more leveraged than we currently are, and the financing arrangements that we will enter into will contain restrictions and limitations that could, under certain circumstances, have a material adverse effect on our business and operations.

During 2022, macroeconomic conditions, including rising interest rates, recent spikes in inflation rates and market volatility, along with geopolitical concerns, including the war in Ukraine and the sanctions and other measures that have been and continue to be imposed in response to the war, created economic and political uncertainty and volatility in global markets, resulted in a dynamic operating environment and impacted our operations and results, and these impacts may continue in 2023.

The Russia-Ukraine conflict has been the catalyst for an energy crisis in Europe.

Our customers and members are experiencing liquidity stress, particularly in the energy industry, and the risk of default has increased.

Government interventions related to the energy crisis that have been enacted or that have been proposed could also have a negative impact on our business.

Though, in December, the PCAOB announced that it was able to inspect audit firms for the Chinese and Hong Kong issuers the SEC had previously identified as using non-inspected audit firms, thus resetting the three-year period in the HFCAA.

This decrease in lending volume has adversely affected our revenues, in particular those of a transactional nature which are directly connected to the number of loans processed using our technology.

Factors that are currently adversely impacting mortgage lending volumes include increased mortgage interest rates, as well as housing affordability and availability.

The SEC continues to challenge fee filings on securities market data, which has the potential to negatively impact the value of proprietary data products.

In an attempt to combat inflation, countries and regions have used monetary policy, through increasing central bank interest rates, and such actions have caused, and may continue to cause, volatility in currency exchange rates.

migration away from fossil fuels.

In 2022, Bakkt reported an impairment of goodwill and intangible assets and we recorded an impairment of our equity investment in Bakkt.

Subsequent impairments on our equity investment in Bakkt may become necessary.

In addition, recent volatility in digital asset markets and bankruptcies relating to digital asset companies could, among other things, reduce confidence in digital assets and blockchain technologies.

These events are continuing to

develop and it is not possible to predict at this time all of the risks that they may pose to Bakkt or on the digital asset industry as a whole.

The European Commission has adopted or proposed various options for regulatory intervention to address high energy prices including, among others, price limiting mechanisms on exchange traded gas products, the introduction of circuit breakers and the development of LNG import benchmarks.

Trading volumes on ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts, could be impacted.

Additionally, in December 2022, a coalition of various nations have set the price of Russian crude oil at or below $60 a barrel, which may impact our businesses and those of our clients.

There may be additional regulatory changes forthcoming and additional impacts to our business.

In addition, as the EU and U.K. amend legislation and regulation post-Brexit, there is a risk of increased divergence between the EU and U.K. regulatory regimes.

In addition, there are additional risks to SRO participants related to regulatory actions or fines in connection with a delay in implementation of the CAT.

The EU and U.K. continue to implement regulatory proposals related to the provision of financial services and the administration of benchmarks and indices in the EU and U.K. related to Brexit.

The U.K. launched HM Treasury's Wholesale Markets Review to improve the competitiveness of the U.K. financial services sector and in March 2022 published its consultation response and its proposals will be implemented through a combination of legislation and regulatory developments.

The U.K.'s Financial Services and Markets Bill 2022-23 proposes changes to the U.K.'s financial services sector and incorporates recommendations from the Wholesale Markets Review.

In parallel, the FCA has been tasked with implementing new proposals.

Several of the proposals introduced by the Wholesale Markets Review seek to address developments in the U.K. economy since MiFID II was implemented.

In December 2022, the European Commission published new legislative proposals on clearing services amending EMIR and provisions in the framework.

The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs.

These proposals and those mentioned above could impact our business.

In November 2022, the FCA issued a consultation on a proposal to require continued publication of certain LIBOR settings under the synthetic methodology until September 30, 2024.

See Item 1 “- Business - Regulation” above for additional information regarding the LIBOR transition, including risks to our business associated with the LIBOR transition.

In addition, certain regulators, including the SEC and FCA, have issued consultations to gather feedback on index provider businesses.

The results of these consultations may lead to a regulatory response that could affect our business.

Additional regulation on index providers in the U.S., U.K., or other jurisdictions, could have a negative impact on our revenues.

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

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.

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

Events that adversely affect our

We have taken preventive measures and implemented contingency plans, and currently many of our employees are working remotely.

Further, although we maintain contingency plans for events such as pandemic outbreaks, the further spread of COVID-19 could impact the availability of our executive officers and other key employees who are necessary to conduct our business.

While governmental organizations continue to engage in efforts to combat the spread and severity of COVID-19, these measures may not be effective.

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 pandemic resulted in and may in the future result in regulatory uncertainty and could in turn impact our business.

The extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend on future developments, including, among other things, the effectiveness of vaccines over the long term and against emerging variant strains.

A prolonged economic downturn could have an adverse effect on our revenues related to certain activities such as a decline in demand for certain data products and a decline in IPOs.

In addition, to the extent that COVID-19 may adversely affect our business, financial condition or results of operations, it may also heighten other risks described in this section.

During 2021, we did not record any impairments of our goodwill, intangible assets or investments.

market and have a material adverse effect on our business.

Changes to tax frameworks in jurisdictions where we operate significant business, for example in New Jersey, New York, the EU or

For example, as a result of our acquisition of Interactive Data in 2015, we operate an investment adviser registered with the SEC under the Investment Advisers Act.

In 2016, voters in the U.K. approved an exit from the EU, commonly referred to as Brexit.

This agreement governs the EU-U.K. relationship after the completion of the U.K.’s exit from the EU.

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

mergers and acquisitions activity that results in new competitors or expanded product offerings by current competitors.

As a result, we have chosen not to enforce our infringed intellectual property rights in the past, and may choose not to in the future, depending on our strategic evaluation and judgment regarding the best use of our resources, the relative strength of our intellectual property portfolio and the recourse available to us.

For example, we have a majority ownership interest in Bakkt but do not control the management of the business.

A substantial decline in Bakkt's financial performance or stock price, significant failure to or any major technology failures or cyber attacks could lead to litigation against us and reputational harm that could negatively impact our business and the value of our stock.

In addition, provisions of Delaware law may have a similar

See Note [removed: 15] [added: 16] to the consolidated financial statements in Part II, Item 8 of this Annual Report for a summary of our legal proceedings and claims.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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: $66,221,973,288.][added: $49.3 billion.]

As of [removed: February 1, 2022,] [added: January 31, 2023,] the number of shares of the registrant’s Common Stock outstanding was [removed: 561,852,310] [added: 558,851,248] shares.

Certain information contained in the registrant’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders is incorporated herein by reference in Part III of this Annual Report on Form 10-K.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

| 1(A). | | | [Risk [removed: Factors](#ic6ff9fd786c64411b3dd06b169bdbc7d_34)] [added: Factors](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_34)] | | | [removed: [19](#ic6ff9fd786c64411b3dd06b169bdbc7d_34)] [added: [19](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_34)] | | |

| 1(B). | | | [Unresolved Staff [removed: Comments](#ic6ff9fd786c64411b3dd06b169bdbc7d_37)] [added: Comments](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_37)] | | | [removed: [39](#ic6ff9fd786c64411b3dd06b169bdbc7d_37)] [added: [41](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_37)] | | |

| 3. | | | [Legal [removed: Proceedings](#ic6ff9fd786c64411b3dd06b169bdbc7d_43)] [added: Proceedings](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_43)] | | | [removed: [40](#ic6ff9fd786c64411b3dd06b169bdbc7d_43)] [added: [42](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_43)] | | |

| 4. | | | [Mine Safety [removed: Disclosure](#ic6ff9fd786c64411b3dd06b169bdbc7d_46)] [added: Disclosure](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_46)] | | | [removed: [40](#ic6ff9fd786c64411b3dd06b169bdbc7d_46)] [added: [42](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_46)] | | |

| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic6ff9fd786c64411b3dd06b169bdbc7d_52)] [added: Securities](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_52)] | | | [removed: [40](#ic6ff9fd786c64411b3dd06b169bdbc7d_52)] [added: [43](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_52)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic6ff9fd786c64411b3dd06b169bdbc7d_58)] [added: Operations](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_58)] | | | [removed: [43](#ic6ff9fd786c64411b3dd06b169bdbc7d_58)] [added: [44](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_58)] | | |

| 7(A). | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic6ff9fd786c64411b3dd06b169bdbc7d_115)] [added: Risk](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_115)] | | | [removed: [77](#ic6ff9fd786c64411b3dd06b169bdbc7d_115)] [added: [77](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_115)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#ic6ff9fd786c64411b3dd06b169bdbc7d_121)] [added: Data](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_121)] | | | [removed: [81](#ic6ff9fd786c64411b3dd06b169bdbc7d_121)] [added: [82](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_121)] | | |

| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic6ff9fd786c64411b3dd06b169bdbc7d_229)] [added: Disclosure](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_226)] | | | [removed: [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_229)] [added: [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_226)] | | |

| 9(C). | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic6ff9fd786c64411b3dd06b169bdbc7d_2185)] [added: Inspections](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_235)] | | | [removed: [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_2185)] [added: [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_235)] | | |

| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic6ff9fd786c64411b3dd06b169bdbc7d_241)] [added: Governance](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_241)] | | | [removed: [142](#ic6ff9fd786c64411b3dd06b169bdbc7d_241)] [added: [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_241)] | | |

| 11. | | | [Executive [removed: Compensation](#ic6ff9fd786c64411b3dd06b169bdbc7d_244)] [added: Compensation](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_244)] | | | [removed: [144](#ic6ff9fd786c64411b3dd06b169bdbc7d_244)] [added: [147](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_244)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic6ff9fd786c64411b3dd06b169bdbc7d_247)] [added: Matters](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_247)] | | | [removed: [144](#ic6ff9fd786c64411b3dd06b169bdbc7d_247)] [added: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_247)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic6ff9fd786c64411b3dd06b169bdbc7d_250)] [added: Independence](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_250)] | | | [removed: [144](#ic6ff9fd786c64411b3dd06b169bdbc7d_250)] [added: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_250)] | | |

| 14. | | | [Principal Accountant Fees and [removed: Services](#ic6ff9fd786c64411b3dd06b169bdbc7d_253)] [added: Services](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_253)] | | | [removed: [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_253)] [added: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_253)] | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic6ff9fd786c64411b3dd06b169bdbc7d_259)] [added: Schedules](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_259)] | | | [removed: [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_259)] [added: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_259)] | | |

| 16. | | | [Form 10-K [removed: Summary](#ic6ff9fd786c64411b3dd06b169bdbc7d_262)] [added: Summary](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_262)] | | | [removed: [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_262)] [added: [149](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_262)] | | |

| [INDEX TO [removed: EXHIBITS](#ic6ff9fd786c64411b3dd06b169bdbc7d_265)] [added: EXHIBITS](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_265)] | | | | | | [removed: [145](#ic6ff9fd786c64411b3dd06b169bdbc7d_265)] [added: [149](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_265)] | | |

- conditions in global financial markets and domestic and international economic and social conditions, [added: including inflation,] political uncertainty and [removed: discord;][added: discord, geopolitical events or conflicts, international trade policies and sanctions laws;]

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

- the impact of climate change and the transition to renewable [removed: energy and a net zero economy;][added: energy;]

- the impacts of [removed: the] [added: a public health emergency or pandemic, including a re-emergence of a] COVID-19 [removed: pandemic] [added: pandemic,] on our business, results of operations and financial condition as well as the broader business environment;

- our ability to identify trends and adjust our business to benefit from such trends, including trends in the United States, or U.S., mortgage industry such as [added: inflation rates,] interest rates, new home purchases, refinancing activity, and home builder and buyer sentiment, among others;

- our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; [added: and]

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

- our ability to realize the expected benefits of our acquisitions and our [removed: investments.][added: investments, including our ability to close the Black Knight acquisition on the terms and timing expected;]

These risks and other factors include, among others, those set forth in [added: Part 1,] Item 1(A) under the caption “Risk Factors” and elsewhere in this Annual Report, as well as in other filings we make with the [added: U.S.] Securities and Exchange Commission, or SEC.

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

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

[removed: While] [added: Although] we report our results in three reportable business segments, we operate as one business, leveraging the collective expertise, particularly in data services and technology, that exists across our platforms to inform and enhance our operations.

- [removed: In our Exchanges segment, we] [added: Exchanges: We] operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities.

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

- [removed: In our] Mortgage [removed: Technology segment, we] [added: Technology: We] provide [removed: an end-to-end] [added: a] technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage [added: market, from application through closing and the secondary] market.

The majority of our identifiable assets are located in the U.S. and the United Kingdom, or U.K. For a summary of our revenues, net assets and net property and equipment by geographic region, see Note [removed: 18] [added: 19] to our consolidated financial statements included in this Annual Report.

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| 1. | | | [Business](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_16) | | | [4](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_16) | | |

| 2. | | | [Properties](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_40) | | | [41](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_40) | | |

| 6. | | | \[[Reserved](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_55)\] | | | [44](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_55) | | |

| 9(A). | | | [Controls and Procedures](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_229) | | | [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_229) | | |

| 9(B). | | | [Other Information](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_232) | | | [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_232) | | |

| [SIGNATURES](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_268) | | | | | | [156](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_268) | | |

Our segments are as follows:

Additionally, in 2022, NYSE listed over $345 billion in total market value from initial public offerings, or IPOs, including three of the top five operating company IPOs defined by offering proceeds raised, follow-on offerings and over 30 transfers from competing exchanges.

offered through the platform.

For further information on our cybersecurity risks, see Part I, Item 1(A), "Risk Factors", included elsewhere in this Annual Report.

Employees

As of December 31, 2022, we had a total of 8,911 employees.

In the U.S., we had a total of 4,973 employees, including 1,261 in New York, 1,147 in Georgia, 879 in California, 305 in Massachusetts and 267 in Illinois.

Internationally, we had a total of 3,938 employees, including 2,159 in India, 788 in the U.K. and 418 in continental Europe.

Corporate Culture

Highly capable and engaged teams are critically important to our ability to grow and innovate.

Through our human capital management efforts, we strive to attract and retain the best talent in the world.

Our industry is competitive, and the expectations are high.

We aim to offer pay commensurate with performance, a diverse and inclusive work environment, significant opportunities for career growth and a culture that prioritizes collaboration and drives results.

We use a mix of channels to gather input from employees throughout our organization.

Formal methods include our biennial employee survey and an annual review process.

These efforts are supplemented with occasional “pulse” surveys on specific topics.

Additionally, we actively strive to cultivate a work environment that encourages conversations across and within teams to provide informal and real-time feedback loops at all levels.

Employee Development

Compensation and Benefits

Diversity and Inclusion

We are focused on increasing and supporting diversity across our broader employee population and Board of Directors.

Corporate Giving

That includes a focus on:

- Human capital management: Our people are our greatest asset and fostering a diverse, engaged workforce is critical.

- Risk management: From cybersecurity to operational resiliency to regulatory compliance, risk management is at the heart of how we operate.

- Environmental risks and opportunities: We are addressing our impact on the climate, the climate’s impact on our business and our opportunities to make a broader impact through our products and services.

In addition, our Mortgage Technology’s data

We expect to continue to develop our exchange technologies.

In addition to growing our business, we may enter into these transactions for a variety of additional reasons, including leveraging our existing strengths to

As such, ICE Clear Credit has access to the Federal Reserve system.

- We operate a U.S.-based execution-oriented market for the trading of securities that are not exchange-listed (OTC securities) as an ATS by our SEC-registered broker-dealer, Archipelago Trading Services.

Archipelago Trading Services is subject to oversight by the SEC and is a member of the Financial Industry Regulatory Authority, or FINRA.

| 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) | | |

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

References to “ICE products” mean products listed on one or more of our markets.

Increasingly, market participants are turning to our global

ICE Bonds provides

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

AIQ aims to help investors make loan purchases faster, by reducing operational costs and lowering buy-back risk through the application of AI to the purchase review process.

For equity options, we offer a hybrid model of electronic and open outcry trading through NYSE American Options and NYSE Arca Options.

The platform is integrated with multiple services necessary for

As of December 31, 2021, we had a total of 8,858 employees with 1,618 in New York, 1,092 in Georgia, 989 in California, 337 in Massachusetts and 276 in Illinois, as well as 1,986 in India, 799 in the U.K., 416 in continental Europe and a total of 1,345 employees across our other offices around the world.

Our culture is driven by a common set of values that provide the foundation for everything we do and we use employee surveys to ensure that we are holding true to these values.

We are committed to diversity on our Board of Directors and in our employee population.

We believe that our employee population should reflect the broader communities within which we operate.

That includes maintaining high ethical and business standards, giving back in the communities where we live and work and using our unique resources to bring together a network of the world's leading companies to learn from each other and exchange ideas on a broad range of issues, including those related to environmental, social and governance matters.

We believe we compete on the basis of a number of factors, including:

- depth and liquidity of markets;

- price transparency;

- reliability and speed of trade execution and processing;

- technological capabilities and innovation;

- breadth of products and services;

- proprietary nature of many of our data services offerings;

- broad distribution and end-to-end design of our mortgage technology offering;

- rate and quality of new product development;

- quality and stability of services;

- distribution and ease of connectivity;

- mid- and back-office service offerings, including differentiated and value-added services;

- transaction costs; and

- reputation.

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.

engineering, server maintenance and continuity, cybersecurity, system and data performance, systems analysis, quality assurance, database administration and customer technical support.

We expect to continue to develop our exchange technologies, including rolling out NYSE Pillar, our new integrated equities trading platform and matching engine, to our equity options markets to improve performance and reduce the complexity of operating multiple trading systems.

For example, in September 2020, we acquired Ellie Mae, Inc., or Ellie Mae, to expand our

mortgage technology portfolio.

Through its digital lending platform, Ellie Mae (now known as ICE Mortgage Technology), provides technology services to participants in the mortgage supply chain, including its over 3,000 customers and thousands of partners and investors who provide market liquidity on its open network.

As such, ICE Clear Credit has access to the Federal Reserve System and holds deposits of $37.3 billion of its U.S. dollar cash in its cash accounts at the Federal Reserve as of December 31, 2021.

ICE Data Indices is recognized as a third-country benchmark administrator by the FCA under the U.K. Benchmarks Regulation, or U.K. BMR.

The net book value of our property was [removed: $1.7] [added: $1.8] billion as of December 31, [removed: 2021.][added: 2022.]

In total, we maintain approximately [removed: 3.3] [added: 3.1] million square feet in offices primarily throughout the U.S., U.K., and India, with smaller offices located throughout the world.

| 32 Crosby Drive Bedford, Massachusetts | | | | | | | | | | | | Leased | | | | | | | | | 2026 | | | | | | | | | [removed: 82,000] [added: 52,000] sq. ft. | | | | | |

In addition to the above, we currently lease an aggregate of nearly [removed: 713,000] [added: 611,000] square feet of administrative, sales and disaster preparedness facilities in various cities around the word.

As of [removed: February 1, 2022,] [added: January 31, 2023,] there were approximately 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: 2021:][added: 2022:]

- Intercontinental Exchange, Inc. [removed: 2013] [added: 2022] Omnibus Non-Employee Director Incentive Plan

- Intercontinental Exchange, Inc. [removed: 2009] [added: 2022] Omnibus [added: Employee] Incentive Plan

The [removed: 2009] [added: 2017] Omnibus [added: Employee] Incentive Plan was retired in May [removed: 2013] [added: 2022] upon adoption of the [removed: 2013] [added: 2022] Omnibus Employee Incentive Plan.

All future grants to employees will be made under the Intercontinental Exchange, Inc. [removed: 2017] [added: 2022] Omnibus Employee Incentive Plan and to directors under the Intercontinental Exchange, Inc. [removed: 2013] [added: 2022] Omnibus Non-Employee Director Incentive Plan.

| Equity compensation plans approved by security holders(1) | | | [removed: 6,476] [added: 6,307] | | | (1) | | | $ | [removed: 68.77] [added: 76.38] | | (1) | | | [removed: 31,555] [added: 40,157] | | |

(1) The [removed: 2009] [added: 2013] Omnibus [added: Employee] Incentive Plan was approved by our stockholders in May [removed: 2009.][added: 2013.]

The [removed: 2013] [added: 2022] Omnibus Employee Incentive Plan and the [removed: 2013] [added: 2022] Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May [removed: 2013.][added: 2022.]

Of the [removed: 6.5] [added: 6.4] million securities to be issued upon exercise, [removed: 3.0] [added: 2.8] million are options with a weighted average exercise price of [removed: $68.77] [added: $76.38] and the remaining 3.5 million securities are restricted stock shares that do not have an exercise price.

With respect to purchases made by or on behalf of ICE or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), [removed: prior to early August 2020,] [added: in December 2021] we [removed: had] [added: entered into] a [added: new] Rule 10b5-1 trading plan that [added: became effective in February 2022 and that] governed some of [removed: the] [added: our] repurchases of shares of our common stock.

The $3.15 billion [removed: replaces] [added: replaced] the previous amount approved by the Board.

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: 2021.][added: 2022.]

| TOTAL | | | 6,357 | | | | | | $ | 76.38 | | | | | 40,157 | | |

During 2022, we repurchased 5.0 million shares of our outstanding common stock at a cost of $632 million.

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

| 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 connection with our September 2020 acquisition of Ellie Mae, we discontinued stock repurchases and terminated our Rule 10b5-1 trading plan.

In November 2021, we resumed stock repurchases.

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

| [removed: Report] [added: [Report] of Management on Internal Control over Financial [removed: Reporting] [added: Reporting](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_124)] | | | [removed: [82](#ic6ff9fd786c64411b3dd06b169bdbc7d_124)] [added: [83](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_124)] | | |

| [removed: Report] [added: [Report] of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting] [added: Reporting](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130)] | | | [removed: [83](#ic6ff9fd786c64411b3dd06b169bdbc7d_127)] [added: [84](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_127)] | | |

| [removed: Report] [added: [Report] of Independent Registered Public Accounting Firm [removed: on Financial Statements] [added: on](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130) [the](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130) [Financial Statements](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130)] (PCAOB ID: 42) | | | [removed: [84](#ic6ff9fd786c64411b3dd06b169bdbc7d_130)] [added: [85](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130)] | | |

| [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets as of December 31, 2021 and 2020] [added: Sheets](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_133)] | | | [removed: [86](#ic6ff9fd786c64411b3dd06b169bdbc7d_133)] [added: [87](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_133)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Changes in Equity and Redeemable Non-Controlling [removed: Interest for the Years Ended December 31, 2021, 2020 and 2019] [added: Interest](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_142)] | | | [removed: [89](#ic6ff9fd786c64411b3dd06b169bdbc7d_142)] [added: [90](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_142)] | | |

| [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_151)] | | | [removed: [91](#ic6ff9fd786c64411b3dd06b169bdbc7d_148)] [added: [92](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_151)] | | |

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

| [removed: Chairman of the Board] [added: Chair] and [added: Chief Executive Officer] | | | | | | Chief Financial Officer | | |

We have audited Intercontinental Exchange, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021 and 2020,] [added: 2022] and [added: 2021,] 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: 2021,] [added: 2022,] and the related notes, and our report dated February [removed: 3, 2022] [added: 2, 2023] expressed an unqualified opinion thereon.

ON [added: THE] FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of Intercontinental Exchange, Inc. and Subsidiaries (the Company) as of December 31, [removed: 2021 and 2020,] [added: 2022] and [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 3, 2022] [added: 2, 2023] expressed an unqualified opinion thereon.

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

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

For the year-ended December 31, [removed: 2021,] [added: 2022,] the Company recognized consolidated income tax expense of [removed: $1.629 billion,] [added: $310 million,] and as of December 31, [removed: 2021,] [added: 2022,] the Company accrued liabilities of [removed: $229] [added: $247] million for unrecognized tax benefits.

| | | | [added: 2022 | | | | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [added: 1,799 | | | | | $ |] 607 | | | | | $ | 583 | |

| Short-term restricted cash and cash equivalents | | | [added: 6,149 | | | | | |] 1,035 | | | | | | 1,000 | | |

| Cash and cash equivalent margin deposits and guaranty funds | | | [added: 141,990 | | | | | |] 145,936 | | | | | | 81,628 | | |

| Invested deposits, delivery contracts receivable and unsettled variation margin | | | [removed: 4,493] [added: 5,382] | | | | | | [removed: 2,455] [added: 4,493] | | |

| Customer accounts receivable, net of allowance for doubtful accounts of [removed: $24] [added: $22] and [removed: $27,] [added: $24,] respectively | | | [removed: 1,208] [added: 1,169] | | | | | | [removed: 1,230] [added: 1,208] | | |

| Prepaid expenses and other current assets | | | [removed: 1,021] [added: 458] | | | | | | [removed: 323] [added: 1,021] | | |

| Total current assets | | | [removed: 154,300] [added: 156,947] | | | | | | [removed: 87,219] [added: 154,300] | | |

| Property and equipment, net | | | [removed: 1,699] [added: 1,767] | | | | | | [removed: 1,713] [added: 1,699] | | |

| Goodwill | | | [removed: 21,123] [added: 21,111] | | | | | | [removed: 21,291] [added: 21,123] | | |

| Other intangible assets, net | | | [removed: 13,736] [added: 13,090] | | | | | | [removed: 14,408] [added: 13,736] | | |

| Long-term restricted cash and cash equivalents | | | [added: 405 | | | | | |] 398 | | | | | | 408 | | |

| Other non-current assets | | | [removed: 2,246] [added: 1,018] | | | | | | [removed: 1,161] [added: 2,246] | | |

| Total other non-current assets | | | [removed: 37,503] [added: 35,624] | | | | | | [removed: 37,268] [added: 37,503] | | |

| Total assets | | | $ | [removed: 193,502] [added: 194,338] | | | | | $ | [removed: 126,200] [added: 193,502] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 703] [added: 866] | | | | | $ | [removed: 639] [added: 703] | |

| Section 31 fees payable | | | [removed: 57] [added: 223] | | | | | | [removed: 207] [added: 57] | | |

| Accrued salaries and benefits | | | [removed: 354] [added: 352] | | | | | | [removed: 346] [added: 354] | | |

| Deferred revenue | | | [removed: 194] [added: 170] | | | | | | [removed: 158] [added: 194] | | |

| Short-term debt | | | [removed: 1,521] [added: 4] | | | | | | [removed: 2,411] [added: 1,521] | | |

| Margin deposits and guaranty funds | | | [removed: 145,936] [added: 141,990] | | | | | | [removed: 81,628] [added: 145,936] | | |

| [Consolidated Statements of Income](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_136) | | | [88](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_136) | | |

| [Consolidated Statements of Comprehensive Income](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_139) | | | [89](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_139) | | |

| [Consolidated Statements of Cash Flows](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_145) | | | [91](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_145) | | |

February 2, 2023

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

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

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

| Balance, as of December 31, 2022 | | | 634 | | | | | | $ | 6 | | | | | (75) | | | | | | $ | (6,225) | | | | | $ | 14,313 | | | | | $ | 14,943 | | | | | $ | (331) | | | | | $ | 55 | | | | | $ | 22,761 | | | | | $ | — | |

| Purchases of equity and equity method investments | | | (73) | | | | | | (117) | | | | | | — | | | | | |

| Proceeds from the sales of equity investments | | | 741 | | | | | | 1,237 | | | | | | — | | | | | |

Our business is conducted through three reportable business segments:

Other than the impairment of our equity method investment in Bakkt (see Note 4), we did not record any other impairment charges on our equity method investments as of December 31, 2022.

That value is determined with the assistance of third-party valuation specialists.

We record our leases in accordance with ASU No. 2016-02, *Leases*, or ASU 2016-02.

As the rate implicit in the lease is not readily determinable in most of our leases, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Rent expense is

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

The acquisition-related transaction and integration costs incurred during 2022 are primarily due to legal and consulting expenses related to our pending acquisition of Black Knight and our integration of Ellie Mae.

| ASU 2021-08*, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,* requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, *Revenue from Contracts with Customers*. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. This standard is effective beginning in the first quarter of 2023 and should be applied prospectively for acquisitions occurring on or after the effective date of the amendment, with early adoption permitted. | | | We adopted this standard early as of December 31, 2022. | | | We evaluated this guidance to determine the impact on our consolidated financial statements. Based on our assessment, we concluded the impact of adoption of this guidance was not material. | | |

| | | | | | | | | |

| | | | | | | | | |

Acquisitions and Divestitures

| Bakkt Holdings, LLC, or Bakkt | | | Deconsolidated on 10/15/2021 | | | Exchanges | | | Bakkt is a business with an integrated platform that enables consumers and institutions to transact in digital assets. The Bakkt platform consists of three complementary aspects: a digital asset marketplace, loyalty redemption services and an alternative payment method. In 2021, Bakkt completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC. Following the closing, as a consequence of our inability to meet the power criterion through our variable interest and because of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt upon loss of control and prospectively treat it as an equity method investment within our financial statements. | | |

Pending Acquisition of Black Knight, Inc.

On May 4, 2022, we announced that we had entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets.

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

As of May 4, 2022, the transaction was valued at approximately $13.1 billion, or $85 per share of Black Knight common stock, with cash comprising 80% of the value of the aggregate transaction consideration and shares of our common stock comprising 20% of the value of the aggregate transaction consideration at that time.

The aggregate cash component of the transaction consideration is fixed at $10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the

closing of the merger.

This transaction builds on our position as a provider of electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry.

Black Knight provides a comprehensive and integrated ecosystem of software, data and analytics solutions serving the real estate and housing finance markets.

We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

On August 19, 2022, our preliminary proxy statement/prospectus on Form S-4 was declared effective by the SEC, and on September 21, 2022, Black Knight stockholders approved the transaction.

The transaction is expected to close in the first half of 2023 following the receipt of regulatory approvals and the satisfaction of customary closing conditions.

| Total | | | $ | 4,442 | | | | | $ | (803) | | | | | $ | 3,639 | | | | | | | |

Such

Bridge2 Solutions is a leading provider of loyalty solutions for merchants and consumers.

Subsequent to its acquisition by us in February 2020, Bridge2 Solutions was contributed to Bakkt in combination with its capital call.

As of October 15, 2021, following the Bakkt transaction discussed above, we no longer consolidate Bridge2 Solutions in our financial statements.

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

| Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019 | | | [87](#ic6ff9fd786c64411b3dd06b169bdbc7d_136) | | |

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

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

| Chief Executive Officer | | | | | | | | |

| February 3, 2022 | | | | | | February 3, 2022 | | |

February 3, 2022

February 3, 2022

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

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

| Non-controlling interest in consolidated subsidiaries | | | 39 | | | | | | 36 | | |

| Balance, as of January 1, 2019 | | | 604 | | | | | | 6 | | | | | | (35) | | | | | | (2,354) | | | | | | 11,547 | | | | | | 8,317 | | | | | | (315) | | | | | | 30 | | | | | | 17,231 | | | | | | 71 | | |

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

| Return of capital from equity method investment | | | — | | | | | | — | | | | | | 60 | | | | | |

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

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

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 | | |

| Net cash used in investing activities | | | (9,830) | | | | | | (531) | | | | | | (10,361) | | | | | | (594) | | | | | | (1,146) | | | | | | (1,740) | | |

| Net cash provided by (used in) financing activities | | | 6,744 | | | | | | 19,256 | | | | | | 26,000 | | | | | | (1,753) | | | | | | 1,329 | | | | | | (424) | | |

| Net (decrease) increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds | | | (197) | | | | | | 18,725 | | | | | | 18,528 | | | | | | 316 | | | | | | 183 | | | | | | 499 | | |

| Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of year | | | 2,188 | | | | | | 62,903 | | | | | | 65,091 | | | | | | 1,872 | | | | | | 62,720 | | | | | | 64,592 | | |

| Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of year | | | $ | 1,991 | | | | | $ | 81,628 | | | | | $ | 83,619 | | | | | $ | 2,188 | | | | | $ | 62,903 | | | | | $ | 65,091 | |

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

| | | | As of December 31, 2021 | | | | | | As of December 31, 2020 | | | | | | As of December 31, 2019 | | | | | | As of December 31, 2018 | | |

If the investment is determined to have a decline

We did not identify impairment associated with our equity method investments as of December 31, 2021.

On January 1, 2020, we adopted ASU 2016-13, *Financial Instruments - Measurement of Credit Losses on Financial Instruments*, or ASU 2016-13.

See "Adoption of ASU 2016-13, *Financial Instruments - Measurement of Credit Losses on Financial Instruments*", below, for a reconciliation of the beginning and ending amount of allowance for doubtful accounts and other disclosures related to our adoption of ASU 2016-13.

Our reporting units were updated in 2020 to reflect our new segment presentation.

Goodwill impairment testing is

In 2020, we performed a goodwill impairment test prior to and after the change in our reporting units.

Intellectual Property

[removed: (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: 2021] [added: 2022] 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.

(b) *Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Independent Registered Public Accounting Firm.* Management is responsible for establishing and maintaining adequate control over financial reporting and has evaluated the effectiveness of the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.

Information relating to our Board of Directors set forth under the caption “Proposal 1 — Election of Directors — Nominees for Election as Directors at the [removed: 2022] [added: 2023] Annual Meeting” in our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders [removed: (“2022] [added: (“2023] 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 “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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

| Jeffrey C. Sprecher | | | [removed: 66] [added: 67] | | | [removed: Chairman of the Board] [added: Chair] and Chief Executive Officer | | |

| A. Warren Gardiner | | | [removed: 41] [added: 42] | | | Chief Financial Officer | | |

| Benjamin R. Jackson | | | [removed: 49] [added: 50] | | | President | | |

| Lynn C. Martin | | | [removed: 45] [added: 46] | | | President, NYSE Group and Chair, ICE Fixed Income & Data Services | | |

| Andrew J. Surdykowski | | | [removed: 51] [added: 52] | | | General Counsel | | |

| [removed: Mark P. Wassersug] [added: Stuart G. Williams] | | | [removed: 52] [added: 46] | | | Chief Operating Officer | | |

Sprecher. Mr. Sprecher has been a director and our Chief Executive Officer since our inception and has served as [removed: Chairman] [added: Chair] of our Board of Directors since November 2002.

As our Chief Executive Officer, he is responsible for our strategic [removed: direction,] [added: direction and] operational and financial performance.

Mr. Sprecher acquired [removed: Continental Power Exchange, or] CPEX, our predecessor company, in 1997.

Prior to joining [removed: us,] [added: ICE,] 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.

Additionally, he leads the integration planning and execution of [removed: our] [added: ICE's] acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology.

Mr. Jackson previously served as Chief Commercial Officer, and prior to that President and Chief Operating Officer of ICE Futures U.S. Mr. Jackson joined [removed: us] [added: ICE] in July 2011 from SunGard, a leading software and technology provider to commodity market participants.

[added: Martin. Ms. Martin is President of] NYSE [added: Group, a wholly-owned subsidiary of Intercontinental Exchange, Inc. NYSE] Group includes the New York Stock Exchange, the world’s largest stock market and premier venue for capital raising, as well as [removed: four] [added: five] fully electronic equity markets and two options exchanges.

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

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

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

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

Ms. Martin serves on the Manhattan College Board of Trustees as well as the Advisory Board of the School of [removed: Science.][added: Science and is a member of Phi Beta Kappa National Honor Society.]

He is responsible for overseeing our legal affairs globally, including public company compliance, corporate governance matters and serving as [removed: our] [added: ICE's] key legal advisor.

Previously Mr. Surdykowski was SVP, Associate General Counsel and Assistant Corporate [added: Secretary.]

Prior to joining [removed: us] [added: ICE] in 2005, Mr. Surdykowski was a corporate attorney at McKenna, Long & Aldridge LLP, a national law firm now known as Dentons.

[removed: Wassersug.] [added: Williams.] Mr. [removed: Wassersug] [added: Williams] has served as Chief Operating Officer since [removed: November 2017.][added: July 2022.]

[removed: Mr. Wassersug] [added: He] is responsible for the day-to-day operations and support of the global infrastructure, data centers, networks and corporate [removed: Information Technology] [added: IT] systems that support ICE and its [removed: subsidiaries including the NYSE, ICE's global derivatives trading and clearing businesses, and multiple data analytics, reporting and delivery platforms.][added: subsidiaries.]

[removed: Mr. Wassersug] [added: In addition, he] is [removed: also] responsible for the customer service teams and oversees all disaster recovery and business continuity planning and operations.

Our Global Code of Business Conduct is available on our website at *www.intercontinentalexchange.com* under the heading [removed: “Investors & Media”] [added: “Investor Relations”] “Governance” then "Governance Overview." We intend to disclose promptly on our website any substantive amendments to our Global Code of Business Conduct.

| Christopher S. Edmonds | | | 53 | | | Chief Development Officer | | |

| Douglas A. Foley | | | 51 | | | SVP, Human Resources & Administration | | |

| Mayur V. Kapani | | | 54 | | | Chief Technology Officer | | |

Christopher S.

Edmonds. Mr. Edmonds has served as Chief Development Officer, overseeing all of ICE’s clearing house operations and the global risk management team since January 2022.

Additionally, he coordinates the company’s marketing and public relations endeavors.

He previously served as Global Head of Clearing & Risk and Senior Vice President of Financial Markets, where he oversaw the development of initiatives within ICE’s exchange-listed and OTC financial markets, from January 2014 to December 2021, and President of ICE Clear Credit, ICE’s credit default swap clearing house, from February 2010 to December 2013.

Prior to joining ICE in February 2010, Mr. Edmonds served as CEO of the International Derivatives Exchange Group, a clearing house for interest rate swaps.

His professional career began at APB Energy, focusing on advising businesses on strategic planning in technology, sales, marketing and operations.

He earned a Bachelor of Arts degree in Political Science from the University of Alabama at Birmingham.

Douglas A.

Foley*.* Mr. Foley has served as Senior Vice President of Human Resources & Administration since November 2013.

In addition to other duties, Mr. Foley has overall responsibility for ICE’s global human resource and real estate functions.

Prior to joining ICE in 2008, Mr. Foley worked in the Performance & Reward practice at Ernst & Young LLP in Atlanta.

He previously worked at Delta Air Lines in their Global Compensation & Reward Department.

He began his career as a pension actuary at both Ernst & Young LLP and Arthur Anderson LLP.

Mr. Foley holds a Bachelor of Science in Mathematics and a Master of Science in Risk Management & Insurance from Georgia State University.

Mayur V.

Kapani*.* Mr. Kapani has served as Chief Technology Officer, overseeing all global technology development groups within ICE, since June 2016.

In addition, he leads technical diligence for all of ICE’s acquisitions.

After joining ICE in 2006, Mr. Kapani served as Senior Vice President, Trading Technology, assuming technology responsibility for all ICE futures and options exchange platforms, ICE Trade Vault, ICE Benchmark Administration and ICE

Data Derivatives.

Mr. Kapani has been recognized by Institutional Investor in the Trading Technology 40, an industry ranking of the leading technology executives in the financial markets, in 2016, 2017 and 2018.

Prior to joining ICE, Mr. Kapani served as Vice President of Options Development at the Philadelphia Stock Exchange, where he focused on the transition of trading from a floor-based model to a high performance electronic platform.

Mr. Kapani earned a Bachelors of Technology degree from the Indian Institute of Technology Kharagpur and completed the Wharton Management Program.

In addition, she has served as Chair of Fixed Income & Data Services since October 2020.

Stuart G.

Previously, Mr. Williams held several leadership roles at ICE Futures Europe, the London-based global futures and options exchange, including President from October 2017 to July 2022, Chief Operating Officer from July 2016 to September 2017 and Director of Corporate Development from January 2013 to June 2016.

Prior to joining ICE in 2013, he spent ten years consulting with Protiviti and Accenture, working on a broad range of initiatives with exchanges, clearing houses and other financial sector clients.

Mr. Williams earned a Bachelor of Engineering degree from the University of Pretoria.

Set forth below, in accordance with General Instruction G(3) of Form 10-K, is information regarding our executive officers:

| | | | | | | | | |

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

| Name | | | Age | | | Title | | |

| David S. Goone | | | 61 | | | Chief Strategy Officer | | |

David S.

Goone. Mr. Goone has served as Chief Strategy Officer since March 2001.

He is responsible for all aspects of our product line, including futures products and capabilities for ICE’s electronic platform.

Mr. Goone is a Director of ICE Mortgage Services, the governing Board of MERSCORP Holdings, Inc. Mr. Goone also represents us on industry boards including the Options Clearing Corporation, National Futures Association and the Depository Trust & Clearing Corporation.

Prior to joining us, Mr. Goone served as the Managing Director and Head of Product Development and Sales at the Chicago Mercantile Exchange where he worked for nine years.

From 1989 through 1992, Mr. Goone was Vice President at Indosuez Carr Futures, where he developed institutional and corporate business.

Prior to joining Indosuez, Mr. Goone worked at Chase Manhattan Bank, where he developed and managed their exchange-traded foreign currency options operation at the Chicago Mercantile Exchange.

Mr. Goone holds a Bachelor of Science degree in Accountancy from the University of Illinois at Urbana-Champaign.

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

Secretary.

Mark P.

Previously, Mr. Wassersug served as SVP of Operations.

Prior to joining us in 2001, Mr. Wassersug worked as a strategic planning and technology consultant in Internet infrastructure and ecommerce for Exodus Communication.

Mr. Wassersug earned a Bachelor of Science degree in Civil Engineering from Lehigh University and completed a Master of Business Administration at the Goizueta Business School at Emory University.

Information relating to executive compensation set forth under the captions “Compensation Discussion & Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Non-Employee Director Compensation,” and “Compensation Committee Report” in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

In addition, information in tabular form relating to securities authorized for issuance under our equity compensation plans is set forth under the caption “Equity Compensation Plan Information” in this Annual Report and “Share-Based Compensation” and “Pension and Other Benefit Programs” as described in Notes 11 and [removed: 16] [added: 17] to our consolidated financial statements in this Annual Report.

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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting” in our [removed: 2022] [added: 2023] 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 Our Independent Registered Public Accounting Firm Fees and Services” in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

- Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

- Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

- Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

| [removed: Exhibit Number] [added: Exhibit Number] | | | | | | Description of Document | | | [added: | | |]

| 2.1 | | | — | | | [removed: [Stock Purchase Agreement,] [added: [Agreement and Plan of Merger,] dated as of [removed: August 6, 2020, by and] [added: May 4, 2022,] among Intercontinental Exchange, Inc., [removed: Ellie Mae Intermediate Holdings I, Inc.] [added: Sand Merger Sub Corporation] and [removed: Ellie Mae Parent, LP.*] [added: Black Knight, Inc.] (incorporated by reference to Exhibit 2.1 to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on [removed: August 7, 2020,] [added: May 6, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000110465920092025/tm226911d1_ex2-1.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522142983/d307019dex21.htm)] | | | [added: | | |]

| 3.1 | | | — | | | [removed: [Fifth] [added: [Sixth] Amended and Restated Certificate of Incorporation of Intercontinental Exchange, [removed: Inc.] [added: Inc.,] effective [removed: October 30, 2019] [added: August 22, 2022] (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on [removed: October 31, 2019,] [added: August 22, 2022,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465919058067/tv531151_ex3-2.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522226543/d375634dex31.htm)] | | | [added: | | |]

| 3.2 | | | — | | | [removed: [Eighth] [added: [Ninth] Amended and Restated Bylaws of Intercontinental Exchange, [removed: Inc.] [added: Inc.,] effective [removed: May 25, 2017] [added: August 22, 2022] (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on [removed: May 26, 2017,] [added: August 22, 2022,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157104917005437/t1700361_ex3-2.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522226543/d375634dex32.htm)] | | | [added: | | |]

| 4.1 | | | — | | | [Indenture dated as of [removed: October 8, 2013] [added: November 24, 2015] among Intercontinental Exchange, Inc., as issuer, [removed: IntercontinentalExchange Inc. and Baseball Merger Sub,] [added: NYSE Holdings] LLC, as [removed: guarantors,] [added: guarantor,] and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: October 8, 2013,] [added: November 24, 2015,] File No. [removed: 333-187402).](http://www.sec.gov/Archives/edgar/data/1571949/000119312513394150/d608347dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex41.htm)] | | | [added: | | |]

| 4.2 | | | — | | | [First Supplemental Indenture dated as of [removed: October 8, 2013] [added: November 24, 2015] among Intercontinental Exchange, Inc., as issuer, [removed: Intercontinental Exchange Holdings, Inc. and Baseball Merger Sub,] [added: NYSE Holdings] LLC, as [removed: guarantors,] [added: guarantor,] and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: October 8, 2013,] [added: November 24, 2015,] File No. [removed: 333-187402).](http://www.sec.gov/Archives/edgar/data/1571949/000119312513394150/d608347dex42.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] | | | [added: | | |]

| 4.3 | | | — | | | [Form of [removed: 4.00%] [added: 3.75%] Senior Notes due [removed: 2023] [added: 2025] (included as an exhibit to the First Supplemental Indenture dated as of [removed: October 8, 2013)] [added: November 24, 2015)] (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: October 8, 2013,] [added: November 24, 2015,] File No. [removed: 333-187402).](http://www.sec.gov/Archives/edgar/data/1571949/000119312513394150/d608347dex42.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] | | | [added: | | |]

| 4.4 | | | — | | | [removed: [Indenture] [added: [Second Supplemental Indenture] dated as of [removed: November 24, 2015] [added: August 17, 2017] among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: November 24, 2015,] [added: August 17, 2017,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm)] | | | [added: | | |]

| [removed: 4.5] [added: 4.7] | | | — | | | [First Supplemental Indenture dated as of [removed: November 24, 2015 among] [added: August 13, 2018 between] Intercontinental Exchange, Inc., as issuer, [removed: NYSE Holdings LLC, as guarantor,] and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: November 24, 2015,] [added: August 13, 2018,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] | | | [added: | | |]

| [removed: 4.6] [added: 4.8] | | | — | | | [Form of [removed: 2.75%] [added: 3.450%] Senior Notes due [removed: 2020] [added: 2023] (included as an exhibit to the First Supplemental Indenture dated as of [removed: November 24, 2015)] [added: August 13, 2018)] (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: November 24, 2015,] [added: August 13, 2018,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] | | | [added: | | |]

| [removed: 4.7] [added: 4.9] | | | — | | | [Form of [removed: 3.75%] [added: 3.750%] Senior Notes due [removed: 2025] [added: 2028] (included as an exhibit to the First Supplemental Indenture dated as of [removed: November 24, 2015)] [added: August 13, 2018)] (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: November 24, 2015,] [added: August 13, 2018,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312515386293/d69185dex42.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] | | | [added: | | |]

| [removed: 4.8] [added: 4.6] | | | — | | | [removed: [Second Supplemental Indenture] [added: [Indenture] dated as of August [removed: 17, 2017 among] [added: 13, 2018 between] Intercontinental Exchange, Inc., as issuer, [removed: NYSE Holdings LLC, as guarantor,] and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August [removed: 17, 2017,] [added: 13, 2018,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex41.htm)] | | | [added: | | |]

| [removed: 4.9] [added: 4.5] | | | — | | | [Form of [removed: 2.350%] [added: 3.100%] Senior Notes due [removed: 2022] [added: 2027] (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (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 17, 2017, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm) | | | [added: | | |]

| 4.10 | | | — | | | [Form of [removed: 3.100%] [added: 4.250%] Senior Notes due [removed: 2027] [added: 2048] (included as an exhibit to the [removed: Second] [added: First] Supplemental Indenture dated as of August [removed: 17, 2017)] [added: 13, 2018)] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.5] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August [removed: 17, 2017,] [added: 13, 2018,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517260564/d398589dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] | | | [added: | | |]

| [removed: 4.11] [added: 4.14] | | | — | | | [removed: [Indenture] [added: [Third Supplemental Indenture] dated as of August [removed: 13, 2018] [added: 20, 2020] between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August [removed: 13, 2018,] [added: 20, 2020,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex41.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] | | | [added: | | |]

| [removed: 4.12] [added: 4.11] | | | — | | | [removed: [First] [added: [Second] Supplemental Indenture dated as of [removed: August 13, 2018] [added: May 26, 2020] between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 13, 2018,] [added: May 26, 2020,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm)] | | | [added: | | |]

| [removed: 4.13] [added: 4.15] | | | — | | | [Form of [removed: 3.450%] [added: 0.700%] Senior Notes due 2023 (included as an exhibit to the [removed: First] [added: Third] Supplemental Indenture dated as of August [removed: 13, 2018)] [added: 20, 2020)] (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August [removed: 13, 2018,] [added: 20, 2020,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] | | | [added: | | |]

| [removed: 4.14] [added: 4.16] | | | — | | | [Form of [removed: 3.750%] [added: 1.850%] Senior Notes due [removed: 2028] [added: 2032] (included as an exhibit to the [removed: First] [added: Third] Supplemental Indenture dated as of August [removed: 13, 2018)] [added: 20, 2020)] (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August [removed: 13, 2018,] [added: 20, 2020,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] | | | [added: | | |]

| [removed: 4.15] [added: 4.17] | | | — | | | [Form of [removed: 4.250%] [added: 2.650%] Senior Notes due [removed: 2048] [added: 2040] (included as an exhibit to the [removed: First] [added: Third] Supplemental Indenture dated as of August [removed: 13, 2018)] [added: 20, 2020)] (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August [removed: 13, 2018,] [added: 20, 2020,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] | | | [added: | | |]

| [removed: 4.16] [added: 4.12] | | | — | | | [removed: [Second Supplemental] [added: [Form of 2.100% Senior Notes due 2030 (included as an exhibit to the](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) [Second](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) [Supplemental] Indenture dated as of May 26, [removed: 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee] [added: 2020)] (incorporated by reference to Exhibit 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) | | | [added: | | |]

| [removed: 4.17] [added: 4.13] | | | — | | | [Form of [removed: 2.100%] [added: 3.000%] Senior Notes due [removed: 2030] [added: 2050] (included as an exhibit to [removed: the First Supplemental] [added: the](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) [Second](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) [Supplemental] Indenture dated as of May 26, 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 May 26, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm) | | | [added: | | |]

| 4.18 | | | — | | | [Form of 3.000% Senior Notes due [removed: 2050] [added: 2060] (included as an exhibit to the [removed: First] [added: Third] Supplemental Indenture dated as of [removed: May 26,] [added: August 20,] 2020) (incorporated by reference to Exhibit [removed: 4.3] [added: 4.6] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: May 26,] [added: August 20,] 2020, File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520151632/d935649dex42.htm)] [added: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] | | | [added: | | |]

| 4.19 | | | — | | | [removed: [Third] [added: [Fourth] Supplemental Indenture dated as of [removed: August 20, 2020] [added: May 23, 2022] between Intercontinental Exchange, Inc., as issuer, and [removed: Wells Fargo Bank, National Association,] [added: Computershare Trust Company, N.A.,] as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on [removed: August 20, 2020,] [added: May 23, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] | | | [added: | | |]

| 4.20 | | | — | | | [Form of [removed: 0.700%] [added: 3.650%] Senior Notes due [removed: 2023] [added: 2025] (included as an exhibit to the [removed: Third] [added: Fourth] Supplemental Indenture dated as of [removed: August 20, 2020)] [added: May 23, 2022)] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 20, 2020,] [added: May 23, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] | | | [added: | | |]

| 4.21 | | | — | | | [Form of [removed: 1.850%] [added: 4.000%] Senior Notes due [removed: 2032] [added: 2027] (included as an exhibit to the [removed: Third] [added: Fourth] Supplemental Indenture dated as of [removed: August 20, 2020)] [added: May 23, 2022)] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.3] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 20, 2020,] [added: May 23, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] | | | [added: | | |]

| 4.22 | | | — | | | [Form of [removed: 2.650%] [added: 4.350%] Senior Notes due [removed: 2040] [added: 2029] (included as an exhibit to the [removed: Third] [added: Fourth] Supplemental Indenture dated as of [removed: August 20, 2020)] [added: May 23, 2022)] (incorporated by reference to Exhibit [removed: 4.5] [added: 4.4] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 20, 2020,] [added: May 23, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] | | | [added: | | |]

| 4.23 | | | — | | | [Form of [removed: 3.000%] [added: 4.600%] Senior Notes due [removed: 2060] [added: 2033] (included as an exhibit to the [removed: Third] [added: Fourth] Supplemental Indenture dated as of [removed: August 20, 2020)] [added: May 23, 2022)] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.5] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: August 20, 2020,] [added: May 23, 2022,] File No. [removed: 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] | | | [added: | | |]