Intercontinental Exchange (ICE) 10-K risk factor changes: FY2023 vs FY2022

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: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2021] [added: 2022] Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February [removed: 3, 2022.*][added: 2, 2023.*]

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

- Exchanges: We operate regulated [removed: marketplaces] [added: marketplace technology] for the listing, trading and clearing of a broad array of derivatives contracts and financial [removed: securities.][added: securities as well as data and connectivity services related to those venues.]

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

- Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address [removed: the] inefficiencies [added: and mitigate risks] that exist in the U.S. residential mortgage [removed: market,] [added: market life cycle] from application through [removed: closing] [added: closing, servicing] and the secondary market.

[removed: Pending Acquisition] [added: Acquisition] of Black Knight, Inc.

On [removed: May 4, 2022, we announced that] [added: September 5, 2023,] we [removed: had entered into a definitive agreement to acquire] [added: acquired] 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 [removed: that certain] [added: the] 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 [removed: 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.]

[removed: As of May 4, 2022, the] [added: The aggregate] transaction [added: consideration] was [removed: valued at] approximately [removed: $13.1] [added: $11.8] billion, or [removed: $85] [added: $76] per share of Black Knight common stock, with cash comprising [removed: 80%] [added: 90%] of the value of the aggregate transaction consideration and shares of our common stock comprising [removed: 20%] [added: 10%] of the value of the [added: aggregate transaction consideration.]

The aggregate cash component of the transaction consideration [removed: is fixed at] [added: was] $10.5 billion, and the [removed: value of the aggregate stock component] [added: number] of [removed: the transaction consideration will fluctuate with] [added: our shares issued was based on] the market price of our common stock and [removed: 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.

[removed: This] [added: We expect that this] transaction [removed: builds] [added: will build] on our position as a provider of [added: end-to-end] electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry.

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

Conversely, increases in mortgage interest rates in 2022 [added: and 2023] have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment.

From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events in [removed: Ukraine] [added: Ukraine, Israel, Gaza] and [removed: the] surrounding [removed: region.][added: regions.]

We expect the [removed: macro] [added: macroeconomic] environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest [removed: rates and inflation] rates, [removed: as well as] the [removed: uncertainty surrounding the extent] [added: inflationary environment, geopolitical events] and [removed: duration of] [added: military conflicts, including repercussions from] the [removed: ongoing conflict between Russia and] [added: conflicts in] Ukraine, [added: Israel] and [added: Gaza and] the impact that any of the foregoing may have on the global economy and on our business.

[removed: ][added: ]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | Change | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | Change | | |

| Revenues, less transaction-based expenses | | | $ | [removed: 7,292] [added: 7,988] | | | | | $ | [removed: 7,146] [added: 7,292] | | | | | | | | [removed: 2] [added: 10] | | % | | | | $ | [removed: 7,146] [added: 7,292] | | | | | $ | [removed: 6,036] [added: 7,146] | | | | | | | | [removed: 18] [added: 2] | | % |

| Recurring revenues(1) | | | $ | [removed: 3,721] [added: 4,138] | | | | | $ | [removed: 3,509] [added: 3,721] | | | | | | | | [removed: 6] [added: 11] | | % | | | | $ | [removed: 3,509] [added: 3,721] | | | | | $ | [removed: 2,923] [added: 3,509] | | | | | | | | [removed: 20] [added: 6] | | % |

| Transaction revenues, net(1) | | | $ | [removed: 3,571] [added: 3,850] | | | | | $ | [removed: 3,637] [added: 3,571] | | | | | | | | [removed: (2)] [added: 8] | | % | | | | $ | [removed: 3,637] [added: 3,571] | | | | | $ | [removed: 3,113] [added: 3,637] | | | | | | | | [removed: 17] [added: (2)] | | % |

| Operating expenses | | | $ | [removed: 3,654] [added: 4,294] | | | | | $ | [removed: 3,697] [added: 3,654] | | | | | | | | [removed: (1)] [added: 18] | | % | | | | $ | [removed: 3,697] [added: 3,654] | | | | | $ | [removed: 3,003] [added: 3,697] | | | | | | | | [removed: 23] [added: (1)] | | % |

| Adjusted operating expenses(2) | | | $ | [removed: 2,953] [added: 3,260] | | | | | $ | [removed: 2,977] [added: 2,953] | | | | | | | | [removed: (1)] [added: 10] | | % | | | | $ | [removed: 2,977] [added: 2,953] | | | | | $ | [removed: 2,495] [added: 2,977] | | | | | | | | [removed: 19] [added: (1)] | | % |

| Operating income | | | $ | [removed: 3,638] [added: 3,694] | | | | | $ | [removed: 3,449] [added: 3,638] | | | | | | | | [removed: 5] [added: 2] | | % | | | | $ | [removed: 3,449] [added: 3,638] | | | | | $ | [removed: 3,033] [added: 3,449] | | | | | | | | [removed: 14] [added: 5] | | % |

| Adjusted operating income(2) | | | $ | [removed: 4,339] [added: 4,728] | | | | | $ | [removed: 4,169] [added: 4,339] | | | | | | | | [removed: 4] [added: 9] | | % | | | | $ | [removed: 4,169] [added: 4,339] | | | | | $ | [removed: 3,541] [added: 4,169] | | | | | | | | [removed: 18] [added: 4] | | % |

| Operating margin | | | [removed: 50] [added: 46] | | % | | | | [removed: 48] [added: 50] | | % | | | | | | | [removed: 2 pts] [added: (4 pts)] | | | | | | [removed: 48] [added: 50] | | % | | | | [removed: 50] [added: 48] | | % | | | | | | | [removed: (2 pts)] [added: 2 pts] | | |

| Adjusted operating [removed: margin(2)] [added: margin] | | | [removed: 59] [added: 73] | | % | | | | [removed: 58] [added: 72] | | % | | | | [added: 69] | | [added: %] | [removed: 1 pt] | | | [added: 44] | | [added: %] | [removed: 58] | | [added: | 43 | |] % | | | | [added: 38 | | % | | | | 39 | | % | | | | 45 | | % | | | | 57 | | % | | | |] 59 | | % | | | | [added: 59] | | [added: %] | [removed: (1 pt)] | | | [added: 58 | | % |]

| Other income/(expense), net | | | $ | [removed: (1,830)] [added: (800)] | | | | | $ | [removed: 2,249] [added: (1,830)] | | | | | | | | [removed: n/a] [added: (56)] | | [added: %] | | | | $ | [removed: 2,249] [added: (1,830)] | | | | | $ | [removed: (267)] [added: 2,249] | | | | | | | | n/a | | |

| Income tax expense | | | $ | [removed: 310] [added: 456] | | | | | $ | [removed: 1,629] [added: 310] | | | | | | | | [removed: (81)] [added: 47] | | % | | | | $ | [removed: 1,629] [added: 310] | | | | | $ | [removed: 658] [added: 1,629] | | | | | | | | [removed: 148] [added: (81)] | | % |

| Effective tax rate | | | [removed: 17] [added: 16] | | % | | | | [removed: 29] [added: 17] | | % | | | | | | | [removed: (12 pts)] [added: (1 pt)] | | | | | | [removed: 29] [added: 17] | | % | | | | [removed: 24] [added: 29] | | % | | | | | | | [removed: 5 pts] [added: (12 pts)] | | |

| Net income attributable to ICE | | | $ | [removed: 1,446] [added: 2,368] | | | | | $ | [removed: 4,058] [added: 1,446] | | | | | | | | [removed: (64)] [added: 64] | | % | | | | $ | [removed: 4,058] [added: 1,446] | | | | | $ | [removed: 2,089] [added: 4,058] | | | | | | | | [removed: 94] [added: (64)] | | % |

| Adjusted net income attributable to ICE(2) | | | $ | [removed: 2,974] [added: 3,177] | | | | | $ | [removed: 2,863] [added: 2,974] | | | | | | | | [removed: 4] [added: 7] | | % | | | | $ | [removed: 2,863] [added: 2,974] | | | | | $ | [removed: 2,449] [added: 2,863] | | | | | | | | [removed: 17] [added: 4] | | % |

| Diluted earnings per share attributable to ICE common stockholders | | | $ | [removed: 2.58] [added: 4.19] | | | | | $ | [removed: 7.18] [added: 2.58] | | | | | | | | [removed: (64)] [added: 62] | | % | | | | $ | [removed: 7.18] [added: 2.58] | | | | | $ | [removed: 3.77] [added: 7.18] | | | | | | | | [removed: 90] [added: (64)] | | % |

| Adjusted diluted earnings per share attributable to ICE common stockholders(2) | | | $ | [removed: 5.30] [added: 5.62] | | | | | $ | [removed: 5.06] [added: 5.30] | | | | | | | | [removed: 5] [added: 6] | | % | | | | $ | [removed: 5.06] [added: 5.30] | | | | | $ | [removed: 4.41] [added: 5.06] | | | | | | | | [removed: 15] [added: 5] | | % |

| Cash flows from operating activities | | | $ | [removed: 3,554] [added: 3,542] | | | | | $ | [removed: 3,123] [added: 3,554] | | | | | | | | [removed: 14] [added: —] | | % | | | | $ | [removed: 3,123] [added: 3,554] | | | | | $ | [removed: 2,881] [added: 3,123] | | | | | | | | [removed: 8] [added: 14] | | % |

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

The increase in revenues includes $115 million in unfavorable foreign exchange effects arising from [added: fluctuations in] the [removed: stronger] U.S. dollar in 2022 [removed: from] [added: as compared to] 2021.

- Revenues, less transaction-based expenses, increased [removed: $1.1 billion] [added: $696 million] in [removed: 2021] [added: 2023] from [removed: 2020.][added: 2022.]

The increase in revenues includes [removed: $44] [added: $17] million in favorable foreign exchange effects arising from [added: fluctuations in] the [removed: weaker] U.S. dollar in [removed: 2021 from 2020.][added: 2023 as compared to 2022.]

The decrease in operating expenses includes $38 million in favorable foreign exchange effects arising from [added: fluctuations in] the [removed: stronger] U.S. dollar in 2022 [removed: from] [added: as compared to] 2021.

agreement,” Sub merged with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE.

On September 14, 2023, or the Divestiture Date, in connection with the merger agreement, we sold Black Knight’s Optimal Blue and Empower loan origination system, or LOS, businesses, or the Divestitures, to subsidiaries of Constellation Software, Inc. The cash proceeds from the Divestitures were $241 million.

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

As described in Note 3 to our consolidated financial statements included in this Annual Report, the Promissory Note was valued at $235 million on the Divestiture Date.

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

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

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

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

If mortgage rates remain high or further increase, or if banks change their mortgage lending practices, our Mortgage Technology segment revenues may be further impacted.

Throughout 2023, we have closely monitored the credit worthiness of our counterparties and investment agents during the recent banking sector events, scrutinized counterparties directly impacted and monitored for any potential contagion.

We did not suffer any material negative impact from the banking sector events that occurred in early 2023.

In light of the current and expected macroeconomic environment we will continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.

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

In 2023, the OECD issued administrative guidance providing transitional safe harbor rules concerning the implementation of the Pillar Two framework, which will apply to fiscal years ending on or before December 31, 2026.

The EU member states and many other countries, including the U.K., have committed to implement or have already

enacted legislation adopting the Pillar Two rules.

We are monitoring developments and evaluating the impacts of these new rules on our tax rate, including our ability to qualify for the safe harbor rules as implemented by each jurisdiction, however, we do not expect a material impact to our effective tax rate given our current tax profile.

(1) Operating income/(loss) from our Mortgage Technology segment was ($276 million) and $57 million in 2023 and 2022, respectively.

Adjusted net income attributable to ICE is presented net of taxes.

These adjusted numbers are not calculated in accordance with U.S. GAAP.

See “—Non-GAAP Financial Measures” below.

| Free cash flow(3) | | | $ | 3,053 | | | | | $ | 3,072 | | | | | | | | (1) | | % | | | | $ | 3,072 | | | | | $ | 2,671 | | | | | | | | 15 | | % |

| Adjusted free cash flow(3) | | | $ | 3,197 | | | | | $ | 2,906 | | | | | | | | 10 | | % | | | | $ | 2,906 | | | | | $ | 2,821 | | | | | | | | 3 | | % |

(2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance.

(3) We believe these non-GAAP liquidity measures provide useful information to management and investors to analyze cash resources generated from our operations.

We believe that free cash flow is useful as one of the bases for comparing our performance with our competitors and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business.

We believe that adjusted free cash flow eliminates the impact of timing differences related to the payment of Section 31 fees.

These figures are not calculated in accordance with U.S. GAAP.

See “—Non-GAAP Liquidity Measures” below.

- Other income/(expense), net, in 2023 primarily includes interest income of $319 million, interest expense of $808 million, our equity earnings in OCC of $16 million, estimated equity losses in our investment in Bakkt of $135 million, a fair value loss of $160 million related to the Black Knight Promissory Note, an impairment related to our CAT loan receivable of $16 million, FX remeasurement losses of $12 million, and a loss on the sale of the Dun &

Bradstreet investment of $3 million, net of dividends received, that we acquired through the acquisition of Black Knight.

- The 16% effective tax rate in 2023 was below the U.S. corporate income tax rate primarily driven by the following factors: favorable audit settlements for historical years, favorable state apportionment changes, and the application of the high-tax exception to Global Intangible Low-Taxed Income.

These benefits were partially offset by the impact of the U.K. corporate income tax increase from 19% to 25% effective April 1, 2023, and the tax impact of certain non-deductible Black Knight acquisition costs.

The increase in rebates is primarily due to higher volumes traded as compared to 2022.

–Total oil futures and options volume increased 19% in 2023 from 2022 driven, in part, by price volatility related to oil supply/demand dynamics and geopolitical risk, coupled with increased focus on Brent with Midland WTI now deliverable into the Brent Basket, providing additional physical liquidity and exposure.

–Our environmentals and other futures and options volume were flat in 2023 from 2022.

Listings revenues decreased 4% in 2023 from 2022, driven by market volatility causing delays in initial public offerings, or IPOs.

Additionally, in 2023, NYSE reported 32 listing transfers from competing exchanges, the second-highest total since 2002, bringing $120 billion in new market capitalization to the exchange and also listed two of the year's three largest IPOs.

Volume of contracts traded, futures and options rate per contract and open interest are measures that we use in analyzing the performance of our futures and options contracts.

Handled volume, matched volume and cash equities and equity options rate per contract are measures that we use in analyzing our NYSE cash equities and equity options performance.

aggregate transaction consideration at that time.

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

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.

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

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.

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

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

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

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

The decrease in rebates is primarily due to lower volumes as compared to the prior year and the migration of Sterling futures rebates into the Sterling Overnight Index Average, or SONIA, and a change in the pricing and structure of SONIA products.

–Total oil futures and options volume decreased 12% in 2022 from 2021 driven, in part, by lower Gasoil volumes which are impacted by the uncertainty around Russian sanctions and the conflict in Ukraine.

–Our environmentals and other futures and options volume decreased 12% in 2022 from 2021 with growth in U.S. environmental volumes offset by lower EU environmental volumes.

Adjusting for the transition of the LIBOR-based Sterling contract to the alternative rate-based SONIA contract, which is half the notional size of the Sterling contract, total volume in our financial futures and options markets increased 19% in 2022.

Adjusting for the transition of the LIBOR-based Sterling contract to the alternative rate-based SONIA contract, which is half the notional size of the Sterling contract, interest rate volumes increased 20% in 2022 from 2021 driven by interest rate volatility and increased speculation of central bank activity due to inflation concerns.

2022 benefited from elevated volatility across global equity markets driven by geopolitical events, central bank activity and inflationary concerns.

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

Listings revenues increased 7% in 2022 from 2021, driven by the full impact of strong equity capital markets activity in 2021.

In 2022, NYSE listed over $345 billion in total market value from 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, an increase of 56% from $221 billion raised in 2021.

Management considers volume metrics when making financial and operating decisions, and believes volumes are useful for management and investors in understanding the performance of our exchanges business.

Our Fixed Income and Data Services revenues increased 11% in 2022 from 2021 primarily due to strength in our fixed income execution and CDS clearing businesses due to elevated volatility across global markets driven by geopolitical events, central bank activity and inflationary concerns.

Our fixed income execution revenues increased 96% in 2022 from 2021 due to elevated volatility across global markets driven by geopolitical events, central bank activity and inflationary concerns.

The increases in the notional value of CDS cleared were primarily driven by heightened volatility related to geopolitical events and inflationary concerns.

The increase in revenues was due to strength in our index business during the first half of 2022 and continued growth in our pricing and reference data business driven by the strong retention rate of existing customers, the addition of new customers, and increased purchases by existing customers.

This was partially offset by unfavorable foreign exchange effects arising from fluctuations of the U.S. dollar as compared to 2021.

services revenues.

 *Other revenues were $19 million and data and analytics revenues were $22 million in 2020.

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

| Origination technology | | | 758 | | | | | | 971 | | | | | | | | | | | | | | | (22) | | % | | | | 971 | | | | | | 316 | | | | | | | | | 208 | | % |

| Closing solutions | | | 229 | | | | | | 310 | | | | | | | | | | | | | | | (26) | | | | | | 310 | | | | | | 238 | | | | | | | | | 30 | | |

| Other | | | 52 | | | | | | 53 | | | | | | | | | | | | | | | (3) | | | | | | 53 | | | | | | 19 | | | | | | | | | 185 | | |

- Data and Analytics: Our Data and Analytics revenues increased 24% in 2022 from 2021 due to the addition of new customers in our Automation, Intelligence, Quality, or AIQ, and data businesses.

- Other: Other revenues decreased 3% in 2022 from 2021 due to lower professional services and non-mortgage consumer engagement revenue.

Other risks and uncertainties that we do not presently consider to be [removed: material] [added: material,] or of which we are not presently [removed: aware] [added: aware,] may become important factors that affect us in the future.

- Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which [removed: may be] [added: are] caused by conditions that are beyond our control.

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

- We may not realize the expected benefits of our majority investment in Bakkt [added: Holdings, Inc., or Bakkt,] and the investment may introduce additional risks to our business due to its evolving business model.

- Our compliance and risk management methods, as well as our fulfillment of our regulatory obligations, [removed: might] [added: may] not be effective, which could lead to enforcement actions by our [removed: regulators.][added: regulators or other legal proceedings.]

- Risks relating to the administration of benchmarks and indices, [removed: including LIBOR,] and [removed: the potential for] changes to, cessations of, and the replacement of, or transition from, benchmarks and [removed: indices, including LIBOR,] [added: indices] may result in legal risks and could adversely affect our business.

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

- We face intense [removed: competition; failure] [added: competition, and if we fail] to keep up with rapid changes in technology and client [removed: preferences] [added: preferences, it] could negatively impact our competitive position.

[removed: Common] [added: Mergers & Acquisitions and Common] Stock

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

- As a result of the [removed: merger,] [added: consummation of the merger with Black Knight,] we [removed: will be] [added: are] subject to risks relating to the business conducted by Black Knight.

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

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

During [removed: 2022,] [added: 2023,] macroeconomic conditions, including rising interest rates, [removed: recent spikes in] inflation [removed: rates] and market volatility, along with geopolitical concerns, including the [removed: war] [added: conflicts] in [removed: Ukraine and the sanctions and other measures that have been] [added: Ukraine, Israel] and [removed: continue to be imposed in response to the war,] [added: Gaza,] 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 [removed: 2023.][added: 2024.]

[removed: The] [added: In 2022 and continuing into 2023, the] Russia-Ukraine conflict [removed: has been the] [added: was a] catalyst for an energy crisis in Europe.

Government interventions related to the energy crisis [removed: that have been enacted] [added: resulting from the Russia-Ukraine conflict, such as the Market Correction Mechanism (price cap),] or [added: interventions] that [removed: have been] [added: may be] proposed [added: in the future related to the Russia-Ukraine conflict or the conflict in Israel and Gaza] could also have a negative impact on our business.

[removed: In addition,] [added: For example,] the [added: Holding Foreign Companies Accountable Act, or] HFCAA, enacted in December 2020, requires the SEC to suspend trading in the U.S. of any company whose accounting firm the [removed: PCAOB] [added: Public Company Accounting Oversight Board, or PCAOB,] is unable to inspect or investigate for three consecutive years.

Though, in [removed: December,] [added: December 2022,] 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.

[removed: There] [added: In November 2023, the PCAOB announced settlements related to these inspections, which could lead to fewer Chinese companies listing in the U.S. Moreover, there] remains the risk that in the future the SEC may suspend trading of NYSE-listed companies under this Act, which would require us to suspend trading for those companies to comply with U.S. government policies, which could impact our business.

Continued stagnation or declines in the IPO market, or issuers choosing to list on venues other than the NYSE, [added: have had and] could [added: continue to] have an adverse effect on our revenues.

Factors that are currently adversely impacting mortgage lending volumes include [removed: increased] [added: elevated] mortgage interest rates, as well as housing affordability and availability.

For example, clearing members in ICE Clear Europe have provided margin and guaranty funds with an aggregate cash balance of [removed: $105.4] [added: $42.5] billion as of December 31, [removed: 2022] [added: 2023] and a total of [removed: $147.4] [added: $80.8] billion for all of our clearing houses as of December 31, [removed: 2022.][added: 2023.]

[removed: With respect to other clearing member cash posted,] ICE Clear Credit currently self-manages and uses external investment managers to invest such cash margin and guaranty fund deposits.

As of December 31, [removed: 2022,] [added: 2023,] our clearing houses held [removed: $118.1] [added: $88.0] billion of non-cash margin or guaranty fund contributions in U.S. and other sovereign treasury securities: [removed: $91.8] [added: $70.2] billion of this amount was comprised of U.S. Treasury securities, [removed: $3.8] [added: $3.7] billion of French Treasury securities, [removed: $2.2] [added: $1.4] billion of German Treasury securities, [removed: $2.8] [added: $1.6] billion of U.K. Treasury securities and [removed: $17.5] [added: $11.1] billion of other European, Japanese, Canadian and Tri-Party Treasury securities.

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

Our clearing houses may also make demand deposits with [added: commercial] banks [removed: that are secured only to the value of FDIC insurance or other national deposit guarantee schemes,] which [removed: is small, and therefore, the deposits may in significant part] [added: could] be lost in the event one of these banks becomes insolvent.

Adverse economic conditions and legal and regulatory changes similar to those discussed elsewhere in this section could result in decreased trading volume on our exchanges, [removed: discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.]

The for-profit exchanges’ goal of maximizing stockholder value might [removed: contradict] [added: conflict with] the exchanges’ regulatory and self-regulatory responsibilities.

Approval of such changes by the SEC cannot be guaranteed, and the SEC [added: has in the past and] could [added: in the future] delay either the approval process or the initiation of the public comment process.

The SEC continues to challenge fee filings on securities market data, which has [added: in] the [removed: potential to] [added: past resulted in and could in the future] negatively impact the value of proprietary data products.

See Item 1 “- Business - Regulation” above for additional information regarding regulatory changes impacting our cash equities and options exchanges, including risks to our business associated with possible regulation of services offered by non-exchange [removed: affiliates and U.S. listing and trading prohibitions on certain foreign companies.][added: affiliates.]

Our business is subject to the impact of interest rate levels, inflation and financial markets volatility, which [removed: may be] [added: are] caused by conditions that are beyond our control.

In addition, interest rates are a significant factor influencing mortgage loan production [removed: volumes.][added: volumes and loan foreclosures.]

Rising interest rates are likely to reduce mortgage loan production [removed: volumes,] [added: volumes and increase loan foreclosures,] which could potentially impact our transaction-based revenues.

In the event that inflation continues to [removed: increase significantly and persistently,] [added: increase,] this would likely [added: further] increase the cost of capital, resulting in a slowdown of the growth of early stage companies, causing companies to stay private longer.

[removed: Credit] [added: As inflation has rapidly increased and remained high in recent years, it has impacted the credit] health of market [removed: participants may also be impacted, increasing] [added: participants, increased] the risk of default [removed: or] [added: and increased the risk of] companies [removed: inability] [added: not being able] to comply with listing standards.

An inflationary environment [removed: may] [added: generally] also [removed: reduce] [added: reduces] consumer [removed: optimism] [added: optimism,] resulting in lower demand for mortgage loans.

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

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

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

- We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisition of Black Knight and are subject to continuing obligations contained in the Agreement Containing Consent Orders, or the Consent Order, entered into between the Federal Trade Commission, or the FTC, ICE and Black Knight, which could adversely affect our business and the value of our common stock.

Competition; Reputational Harm

See Item 1 “- Business - Regulation” above for additional information on various legislative proposals in the EU to address high energy prices.

Further, in August 2023, President Biden issued an Executive Order aimed at prohibiting or requiring notification of certain investments by U.S. persons in Chinese companies involved in semiconductors and microelectronics quantum information technologies and artificial intelligence which could impact some of our businesses.

The U.S. Department of Treasury has issued an advanced notice of proposed rulemaking to gather public feedback on implementing the Executive Order.

For example, beginning in early 2022, in line with the Federal Reserve raising rates numerous times as part of its anti-inflation strategy mortgage lending volume decreased substantially and although this trend began to revert halfway through 2023, it could return in the future, meaning we could see a further decline in mortgage origination volumes.

Although certain of our mortgage technology products, in particular those supporting default management, may see higher demand during times of rising mortgage foreclosure volume, this increase in demand may be outweighed by the impacts of reduced mortgage lending volume and in the aggregate may have a material adverse effect on our business, financial condition, and results of operations.

A reduction in mortgage volume could also result in a corresponding decrease in demand for mortgage data products, which would further reduce our revenues.

With respect to other clearing member cash posted,

discourage or prohibit market participants from listing on our exchanges or cause them to forgo new offerings.

- global political conditions including the presidential election in the U.S. and general elections in many jurisdictions in the U.S. and U.K.; and

Therefore, increases or decreases in the value of the U.S.

We are also subject to risks relating to new or heightened climate change-related

During 2023, we recorded an impairment on certain trademark intangible assets and during 2022, we recorded an impairment of our equity investment in Bakkt.

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

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

systems, technical performance, financial resources and internal financial control and reporting functions.

MERGERS & ACQUISITIONS AND COMMON STOCK

We may fail to realize the anticipated cost savings, growth opportunities and synergies and other benefits anticipated from our recent acquisition of Black Knight and are subject to continuing obligations contained in the the Consent Order entered into between the FTC, ICE and Black Knight, which could adversely affect our business and the value of our common stock.

Following the completion of the acquisition of Black Knight, we continue to be subject to periodic reviews by the FTC under the Consent Order we entered into with them, and we are required to certify that we are in compliance with the restrictions contained in the Consent Order.

In addition, ICE continues to provide services and infrastructure to divested business units under the scrutiny of a monitor appointed by the FTC, which could impact our operations and cause us to incur significant expenses.

EU policymakers continue to adopt and propose changes to regulatory intervention related to energy markets, including price limiting mechanisms on exchange traded gas products and strengthening the EU’s market abuse framework for wholesale energy markets.

We are also subject to regulatory risks relating to the mortgage industry, which is heavily regulated in the U.S. Following the acquisition of Black Knight, we have enhanced oversight from the FFIEC and CFPB related to the inclusion of Black Knight's services and product offerings in our portfolio.

Regulatory activity in the privacy area may also hinder our business, for example, by restricting use or sharing of data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain data to our customers, or otherwise regulating artificial intelligence and machine learning, including the use of algorithms and automated processing in ways that could materially affect our business, or which may lead to significant increases in the cost of compliance.

The SEC approved a funding model that shares the cost of the CAT between SROs and broker-dealers in September 2023, however, that approval has been challenged in the United States Court of Appeals for the Eleventh Circuit.

If this challenge is successful, there is a risk that SROs will not be reimbursed.

In addition, in October, the SEC proposed a new rule that would, among other things, prohibit securities exchanges from offering volume-based transaction pricing in connection with the execution of agency orders in exchange-listed securities.

If adopted, this prohibition would negatively impact our securities exchanges’ ability to compete with off-exchange trading venues.

possible.

Legislative proposals in the EU and elsewhere are contemplating new or expanded requirements for data service providers such as conflict of interest and transparency rules, regulation of prices and fees, and imposition of market access rules for third-country providers.

These requirements may increase regulatory burden and impact our ability to provide certain data related services in relevant jurisdictions.

In February 2022, the European Commission extended its temporary equivalence decision for U.K. CCPs until June 30, 2025.

The FSMA 2023 expands the U.K.’s existing resolution regime for CCPs and enables the BOE to take full control of a CCP when necessary without relying on its existing powers, and permits the BOE to use a number of tools without reliance on the CCP’s rulebook.

In December 2023, the FCA published a consultation proposing to revise the U.K. commodity derivatives framework.

The FSMA 2023 reformed the U.K.’s commodity derivatives regulatory regime including revoking the MIFID II position limit requirements and transferring the powers to set position limits and controls from the FCA to the operator of trading venues.

The FCA proposal requires U.K. trading venues to set position limits for critical and related contracts, to establish accountability thresholds and to report enhanced position data.

The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs through adding an operational account requirement, which could require EU-based firms to clear a proportion of their derivatives business at an EU CCP.

of our businesses and our employees to other jurisdictions.

Such claims and

reputation or otherwise harm our business.

Competition

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.

- 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.

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

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

A substantial portion of our revenues are derived from data services fees and fees for transactions executed and cleared in our markets.

Our market data-based revenues are largely subscription-based, or recurring, and are generated from a range of global financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, index services, desktops and connectivity solutions.

For our transaction-based revenues, we derive a significant percentage from trading in global energy and agricultural-related futures and options contracts, as well as equity transactions and global interest rate contracts.

For example, beginning in early 2021 and through the date of this Annual Report, mortgage lending volume has decreased substantially and could continue to further decrease in the future.

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

migration away from fossil fuels.

These events are continuing to

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.

Because the SEC has not approved a funding model that shares the cost of the CAT between SROs and broker-dealers, we believe there is a risk that SROs are not reimbursed, resulting in this impairment.

Until the SEC approves a funding model, the SROs will continue to incur additional costs, which may become significant and may not be reimbursed.

For example, our acquisition of the BondPoint ATS in January 2018 and our acquisition of TMC Bonds in July 2018 exposes us to increased exposure to regulatory scrutiny from the SEC, FINRA and MSRB.

In January 2021, the U.K. completed its withdrawal from the EU.

The EC has adopted an 18-month temporary equivalence decision for U.K. CCPs, which began to apply as of January 1, 2021.

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.

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

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.

encryption failures or other security problems resulting in loss of data integrity, information disclosure, unavailability or fraud.

events.

Current economic, market, social, and

As of December 31, 2022, we had $18.1 billion of outstanding debt.

- providers of digital solutions, including providers of mortgage origination, compliance, pricing and documentation services;

In the mortgage technology sector, we compete against other technology providers as well as companies that offer “point of sale” or web-based online loan applications services.

Mortgage originators may also manually upload loan data or enter information into each investor’s, lender’s, or service provider’s website in lieu of using our solutions.

We generally set

RISKS RELATING TO THE BLACK KNIGHT ACQUISITION

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

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act.

If the conditions are not satisfied or, to the extent permitted by law, waived, the merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the merger.

If the merger is not completed, our ongoing businesses, financial condition, financial results and stock price may be materially and adversely affected and, without realizing any of the benefits of having completed the merger, we will be subject to a number of risks, including (i) the market price of our common stock could decline to the extent the current market price reflects an assumption that the merger will be completed; (ii) we could owe a termination fee of $725 million to Black Knight under certain circumstances; and (iii) we will be required to pay costs relating to the merger, such as legal, accounting, financial advisory, financing (including the redemption by us of $5 billion of bonds at 101% of par value if the merger is not completed, as described below) and printing fees.

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.

Completion of the merger is conditioned on, among other things, the expiration or early termination of the waiting period applicable to the consummation of the merger under the HSR Act.

We do not believe that the resolution of these legal matters, including the matters described in this Annual Report, will have a material adverse effect on our consolidated financial [removed: condition, results of operations, or liquidity.]

condition, results of operations, or liquidity.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ☐] 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).

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $49.3] [added: $62.8] billion.

As of [removed: January 31, 2023,] [added: February 5, 2024,] the number of shares of the registrant’s Common Stock outstanding was [removed: 558,851,248] [added: 572,616,425] shares.

Certain information contained in the registrant’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference in Part III of this Annual Report on Form 10-K.

| 1(A). | | | [Risk [removed: Factors](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_34)] [added: Factors](#ic484dd70a7224f659599c632a770c966_37)] | | | [removed: [19](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_34)] [added: [20](#ic484dd70a7224f659599c632a770c966_37)] | | |

| 1(B). | | | [Unresolved Staff [removed: Comments](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_37)] [added: Comments](#ic484dd70a7224f659599c632a770c966_40)] | | | [removed: [41](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_37)] [added: [41](#ic484dd70a7224f659599c632a770c966_40)] | | |

| 3. | | | [Legal [removed: Proceedings](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_43)] [added: Proceedings](#ic484dd70a7224f659599c632a770c966_46)] | | | [removed: [42](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_43)] [added: [42](#ic484dd70a7224f659599c632a770c966_46)] | | |

| 4. | | | [Mine Safety [removed: Disclosure](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_46)] [added: Disclosure](#ic484dd70a7224f659599c632a770c966_49)] | | | [removed: [42](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_46)] [added: [43](#ic484dd70a7224f659599c632a770c966_49)] | | |

| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_52)] [added: Securities](#ic484dd70a7224f659599c632a770c966_55)] | | | [removed: [43](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_52)] [added: [44](#ic484dd70a7224f659599c632a770c966_55)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_58)] [added: Operations](#ic484dd70a7224f659599c632a770c966_61)] | | | [removed: [44](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_58)] [added: [45](#ic484dd70a7224f659599c632a770c966_61)] | | |

| 7(A). | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_115)] [added: Risk](#ic484dd70a7224f659599c632a770c966_118)] | | | [removed: [77](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_115)] [added: [80](#ic484dd70a7224f659599c632a770c966_118)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_121)] [added: Data](#ic484dd70a7224f659599c632a770c966_124)] | | | [removed: [82](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_121)] [added: [85](#ic484dd70a7224f659599c632a770c966_124)] | | |

| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_226)] [added: Disclosure](#ic484dd70a7224f659599c632a770c966_235)] | | | [removed: [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_226)] [added: [148](#ic484dd70a7224f659599c632a770c966_235)] | | |

| 9(C). | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_235)] [added: Inspections](#ic484dd70a7224f659599c632a770c966_244)] | | | [removed: [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_235)] [added: [149](#ic484dd70a7224f659599c632a770c966_244)] | | |

| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_241)] [added: Governance](#ic484dd70a7224f659599c632a770c966_250)] | | | [removed: [145](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_241)] [added: [149](#ic484dd70a7224f659599c632a770c966_250)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_247)] [added: Matters](#ic484dd70a7224f659599c632a770c966_256)] | | | [removed: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_247)] [added: [152](#ic484dd70a7224f659599c632a770c966_256)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_250)] [added: Independence](#ic484dd70a7224f659599c632a770c966_259)] | | | [removed: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_250)] [added: [152](#ic484dd70a7224f659599c632a770c966_259)] | | |

| 14. | | | [Principal Accountant Fees and [removed: Services](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_253)] [added: Services](#ic484dd70a7224f659599c632a770c966_262)] | | | [removed: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_253)] [added: [152](#ic484dd70a7224f659599c632a770c966_262)] | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_259)] [added: Schedules](#ic484dd70a7224f659599c632a770c966_268)] | | | [removed: [148](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_259)] [added: [152](#ic484dd70a7224f659599c632a770c966_268)] | | |

- conditions in global financial markets and domestic and international economic and social conditions, including inflation, [added: risk of recession,] political uncertainty and discord, geopolitical events or [removed: conflicts,] [added: conflicts (including the conflicts in Ukraine, Israel and Gaza),] international trade policies and sanctions laws;

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

- the business environment in which we operate and trends in our [removed: industry,] [added: industries,] including trading volumes, prevalence of clearing, demand for data services, mortgage lending [added: and servicing] activity, [added: mortgage delinquencies,] fees, changing regulations, competition and consolidation;

- our ability to realize the expected benefits of our acquisitions and our investments, including our [added: acquisition of Black Knight, Inc., or Black Knight, and our] ability to [removed: close] [added: remain in compliance with] the [removed: Black Knight] [added: Federal Trade Commission consent order to resolve antitrust concerns regarding our] acquisition [removed: on the terms and timing expected;][added: of Black Knight;]

- our ability to execute our growth strategy, identify and effectively pursue, implement and integrate [removed: acquisitions] [added: acquisitions, including that of Black Knight,] and strategic alliances and realize the synergies and benefits of such transactions within the expected time frame;

- the impacts of a public health emergency or pandemic, including a re-emergence of [removed: a] [added: the] COVID-19 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 [removed: United States, or U.S.,] [added: U.S.] mortgage industry such as inflation rates, interest rates, new home purchases, refinancing activity, [added: servicing activity, delinquencies] and home builder and buyer sentiment, among others;

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

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

- Exchanges: We operate regulated [removed: marketplaces] [added: marketplace technology] for the listing, trading and clearing of a broad array of derivatives contracts and financial [removed: securities.][added: securities as well as data and connectivity services related to those venues.]

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

- Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address [removed: the] inefficiencies [added: and mitigate risks] that exist in the U.S. residential mortgage [removed: market,] [added: market life cycle,] from application through [removed: closing] [added: closing, servicing] and the secondary market.

[removed: ][added: ]

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

[removed: ][added: ]

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

Our Exchanges segment generated revenues, less transaction-based expenses of [removed: $4.1] [added: $4.4] billion and accounted for 56% of our consolidated revenues, less transaction-based expenses in [removed: 2022.][added: 2023.]

Our flagship Brent crude oil contract serves as the cornerstone of a global oil network that today includes over [removed: 730] [added: 700] related crude and refined oil products including locational and refined spreads.

In addition, as natural gas and Liquefied Natural Gas, or LNG, continue to globalize, we offer [added: one of] the broadest [removed: footprint] [added: footprints] of regional and global natural gas benchmarks, which span North America, Europe and Asia.

[removed: Our benchmark contracts offer the most globally relevant] price markers for these agricultural markets and provide our customers with the tools to manage price and counterparty risk and facilitate price discovery.

For the Fiscal Year Ended December 31, 2023

| 1. | | | [Business](#ic484dd70a7224f659599c632a770c966_19) | | | [4](#ic484dd70a7224f659599c632a770c966_19) | | |

| 1(C). | | | [Cybersecurity](#ic484dd70a7224f659599c632a770c966_2153) | | | [41](#ic484dd70a7224f659599c632a770c966_2153) | | |

| 2. | | | [Properties](#ic484dd70a7224f659599c632a770c966_43) | | | [42](#ic484dd70a7224f659599c632a770c966_43) | | |

| 6. | | | \[[Reserved](#ic484dd70a7224f659599c632a770c966_58)\] | | | [45](#ic484dd70a7224f659599c632a770c966_58) | | |

| 9(A). | | | [Controls and Procedures](#ic484dd70a7224f659599c632a770c966_238) | | | [148](#ic484dd70a7224f659599c632a770c966_238) | | |

| 9(B). | | | [Other Information](#ic484dd70a7224f659599c632a770c966_241) | | | [148](#ic484dd70a7224f659599c632a770c966_241) | | |

| 11. | | | [Executive Compensation](#ic484dd70a7224f659599c632a770c966_253) | | | [151](#ic484dd70a7224f659599c632a770c966_253) | | |

| 16. | | | [Form 10-K Summary](#ic484dd70a7224f659599c632a770c966_271) | | | [153](#ic484dd70a7224f659599c632a770c966_271) | | |

| [INDEX TO EXHIBITS](#ic484dd70a7224f659599c632a770c966_274) | | | | | | [153](#ic484dd70a7224f659599c632a770c966_274) | | |

| [SIGNATURES](#ic484dd70a7224f659599c632a770c966_277) | | | | | | [160](#ic484dd70a7224f659599c632a770c966_277) | | |

- global political conditions including the presidential election in the United States, or U.S., and general elections in many jurisdictions in the U.S. and United Kingdom, or U.K.;


Our benchmark contracts offer one of the most globally relevant

Our other revenues primarily include interest income on certain clearing margin deposits related to our futures business, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.

Additionally, in 2023, NYSE reported 32 listing transfers from competing exchanges, the second-highest total since 2002, bringing $120 billion in new market capitalization to the exchange and also listed two of the year's three largest IPOs.

In 2022, we announced our decision to cease our CDS clearing service at ICE Clear Europe, our clearing house in the U.K. All cleared CDS positions at ICE Clear Europe were successfully closed, with the majority re-established at ICE Clear Credit in October 2023.

Moving forward, our sole CDS clearing offering is our ICE Clear Credit clearing house in the U.S. All CDS products have been delisted at ICE Clear Europe and the final regulatory steps for de-registration have been completed as of December 31, 2023.

Our reference data offering complements our evaluated pricing by providing our clients a broad range of

- Servicing Software: Our servicing offerings include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce risk and improve financial performance.

Our servicing solutions support first lien mortgages, home equity loans and lines of credit on a single platform to manage all servicing processes, including loan setup and maintenance, escrow administration, investor reporting, and regulatory requirements.

We also provide solutions that provide consumers with access to customized, timely information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention.

Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of APIs across the mortgage life cycle.

Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and to facilitate more efficient loss mitigation processes.

We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to properties in foreclosure, as well as tools to support loss analysis, to help servicers make the right decisions at the right time.

The data and insights from these solutions inform, support and enhance our other solutions to help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads.

Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals.

- Mortgage Technology: The ICE Mortgage Technology platform provides software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle.

These solutions primarily consist of mortgage loan origination and servicing, processing and workflow management software applications, coupled with APIs and related data products.

- Governance and Leadership: Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as specific risks, such as those relating to cybersecurity, facing our business.

The Risk Committee of our Board of Directors has been delegated the primary responsibility for overseeing management’s identification and mitigation of cybersecurity risk.

The Risk Committee is composed of board members with diverse expertise including cybersecurity, risk management, technology, business operations, regulatory and finance.

The Risk Committee receives presentations on at least a quarterly basis from the CISO and senior members of the Enterprise Risk Management, or ERM, team, and the Chair of the Risk Committee provides reports to the full Board of Directors following such presentations.

Our current CISO has served in the role since September 2021 and leads the cybersecurity program across our regulated futures and options exchanges, CCPs, trade repositories, equities venues, systemically important financial market utilities (SIFMUs) and our data services network and mortgage technology platforms.

Prior to joining ICE, our CISO served as CISO of the White House Military Office and as CISO for two technology companies, and has more than 20 years of experience in cybersecurity, national security, and intelligence.

The Cyber Threat Intelligence team monitors multiple cybersecurity intelligence feeds and curates the applicable data.

In the event we identify a cybersecurity threat applicable to us, we have a process to evaluate, escalate to Senior Management and respond to the threat faced.

- Risk Management: Cybersecurity risk management is integrated into our broader ERM framework.

Our cybersecurity leadership team, in concert with our ERM team, assess threats and risks at least annually through the Enterprise

Technology Risk Assessment process, which includes threat objective inherent risk score determination, identification of key and supporting controls, and resulting residual threat objective risk scores.

Yes ☑ No ☐

| 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) | | |

| 11. | | | [Executive Compensation](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_244) | | | [147](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_244) | | |

| 16. | | | [Form 10-K Summary](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_262) | | | [149](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_262) | | |

| [INDEX TO EXHIBITS](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_265) | | | | | | [149](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_265) | | |

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

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.

Our other revenues primarily include interest income on certain clearing margin deposits related to our futures business, as well as revenue related to our digital asset initiative, Bakkt Holdings, LLC, or Bakkt, until it merged with VPC Impact Acquisition Holdings, or VIH, in October 2021.

Canada, a Crown corporation operated at arm’s length from the Canadian government, and (2) $15 million, which is included in our total cash contribution of $405 million, held as restricted cash to fund the first loss amount ICE NGX is responsible for under the default insurance policy.

1 Of our total contribution to ICE Clear U.S. above, $15 million is solely applicable to any losses associated with a default in digital asset contracts.

- CDS Clearing: As of December 31, 2022, we provide clearing services to over 90% of the global CDS market, as measured by CDS gross notional cleared.

- Other: Other revenues include professional services fees, as well as revenues from ancillary products.

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

We also expect to migrate our NYSE Amex options markets to NYSE Pillar.

- Mortgage Technology: The ICE Mortgage Technology platform enables lenders to originate, process, fund and deliver residential mortgages using various applications, APIs, data products and other services offered.

offered through the platform.

The CSS is ratified annually by the Risk Committee of our Board of Directors and when applicable, also by the corporate governance committees of our regulated subsidiaries.

- Third-Party Review: Our Information Security department utilizes extensive penetration testing, vulnerability scanning, ethical hacking and maturity assessment services from global leaders in these practices.

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

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

We offer an annual match of $5,000 per employee to encourage and reward our employees' charitable contributions.

In addition, our Mortgage Technology’s data

In our Mortgage Technology segment, we have at least one product relationship with nearly every key industry participant from loan originators to settlement agents and local jurisdictions within the U.S.


- In our ICE Mortgage Technology business, we compete with other digital mortgage solution providers and proprietary systems that lenders have put in place.

enter new markets or related asset classes, expanding our products and services, diversifying our business, addressing underserved markets, advancing our technology and anticipating or responding to regulatory or other potential changes in our industry or other industries.

Global leaders continue to discuss the implementation of additional sanctions against Russia.

Separately, ICE Futures Europe will continue to be able to permit access to its platform from relevant EU jurisdictions and ICE Endex will continue to be able to permit access to its platform from the U.K. The absence of an equivalence decision by the EU for U.K. trading venues, however, may result in increased costs for certain EU market participants, which could impact trading on ICE Futures Europe.

Additional impacts to our business and the potential for regulatory changes remain uncertain at this time.

- Changes to EU Regulation of Clearing Services.

In December 2022, the European Commission published legislative proposals on clearing services, amending the European Markets Infrastructure Regulation, or EMIR.

The European Commission aims to encourage clearing in the EU and reduce exposure to non-EU CCPs, potentially impacting the clearing of certain Euribor contracts at ICE Clear Europe.

- CCP Resolution.

In March 2022, the U.K. Treasury published a feedback statement and status update on its plans to enhance the U.K.'s regime for resolution of CCPs in the event that they fail.

This is intended to expand the prior regime which was not in line with U.K. Financial Stability Board guidance issued subsequently.

Many of the parameters of the new regime have yet to be finalized and will be subject to a consultation process by the BOE which will be the resolution authority for CCPs in the U.K. However, the parameters will include increased CCP contributions (known as "second skin in the game") to the default fund.

In total, we maintain approximately [removed: 3.1] [added: 3.5] million square feet in offices primarily throughout the U.S., U.K., and India, with smaller offices located throughout the world.

| Skyview Tower Hyderabad, India | | | | | | | | | | | | Leased | | | | | | | | | 2024 - [removed: 2025] [added: 2028] | | | | | | | | | [removed: 175,000] [added: 266,000] sq. ft. | | | | | |

| 4420 Rosewood Drive Pleasanton, California | | | | | | | | | | | | Leased | | | | | | | | | 2025 | | | | | | | | | [removed: 137,000] [added: 69,000] sq. ft. | | | | | |

| 353 North Clark Street Chicago, Illinois | | | | | | | | | | | | Leased | | | | | | | | | [removed: 2027] [added: 2033] | | | | | | | | | 57,000 sq. ft. | | | | | |

| 350 E Cermak Rd Chicago, Illinois | | | | | | | | | | | | Leased | | | | | | | | | [removed: 2022-2027] [added: 2027] | | | | | | | | | 51,000 sq. ft. | | | | | |

In addition to the above, we currently lease an aggregate of nearly [removed: 611,000] [added: 464,000] square feet of administrative, sales and disaster preparedness facilities in various cities around the word.

| 601 Riverside Avenue Jacksonville, FL | | | | | | | | | | | | Owned | | | | | | | | | N/A | | | | | | | | | 327,000 sq. ft. | | | | | |

| Sancroft Paternoster Square London, U.K. | | | | | | | | | | | | Leased | | | | | | | | | 2038 | | | | | | | | | 127,000 sq. ft. | | | | | |

Subsequent to year end, we entered into a lease in New York City with approximately 143,000 square feet of space.

The net book value of our property was $1.8 billion as of December 31, 2022.

As of [removed: January 31, 2023,] [added: February 6, 2024,] there were approximately [removed: 492] [added: 629] 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: 2022:][added: 2023:]

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(2)] | | | [removed: 6,307] [added: 4] | | | [removed: (1)] [added: (2)] | | | [removed: $] [added: —] | [removed: 76.38] | | [removed: (1)] [added: (2)] | | | [removed: 40,157] [added: —] | | |

| Equity compensation plans [removed: not] approved by security [removed: holders(2)] [added: holders(1)] | | | [removed: 50] [added: 8,603] | | | [removed: (2)] [added: (1)] | | | [removed: —] [added: $] | [added: 83.20] | | [removed: (2)] [added: (1)] | | | [removed: —] [added: 37,803] | | |

[removed: Of the 6.4 million securities to be issued upon exercise, 2.8 million are options with a] weighted average exercise price of [removed: $76.38] [added: $83.20] and the remaining [removed: 3.5] [added: 6.1] million securities are restricted stock shares that do not have an exercise price.

All of the [removed: 50,000] [added: 4,000] securities to be issued are restricted stock shares that do not have an exercise price.

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

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: 2022.][added: 2023.]

- Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan

The Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan was retired in September 2023 following completion of the Black Knight merger.

| TOTAL | | | 8,607 | | | | | | $ | 83.20 | | | | | 37,803 | | |

The Black Knight, Inc. Amended and Restated 2015 Omnibus Employee Incentive Plan was approved by stockholders of Black Knight in June 2017.

Of the 8.6 million securities to be issued upon exercise, 2.5 million are options with a

We did not have any stock repurchases during 2023.

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

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

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

| [Report of Management on Internal Control over Financial [removed: Reporting](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_124)] [added: Reporting](#ic484dd70a7224f659599c632a770c966_127)] | | | [removed: [83](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_124)] [added: [86](#ic484dd70a7224f659599c632a770c966_127)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130)] [added: Reporting](#ic484dd70a7224f659599c632a770c966_133)] | | | [removed: [84](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_127)] [added: [87](#ic484dd70a7224f659599c632a770c966_130)] | | |

| [Report of Independent Registered Public Accounting Firm [removed: on](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130) [the](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130) [Financial Statements](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130)] [added: on the Financial Statements](#ic484dd70a7224f659599c632a770c966_133)] (PCAOB ID: 42) | | | [removed: [85](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_130)] [added: [88](#ic484dd70a7224f659599c632a770c966_133)] | | |

| [Consolidated Balance [removed: Sheets](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_133)] [added: Sheets](#ic484dd70a7224f659599c632a770c966_136)] | | | [removed: [87](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_133)] [added: [91](#ic484dd70a7224f659599c632a770c966_136)] | | |

| [Consolidated Statements of [removed: Income](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_136)] [added: Income](#ic484dd70a7224f659599c632a770c966_139)] | | | [removed: [88](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_136)] [added: [92](#ic484dd70a7224f659599c632a770c966_139)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_139)] [added: Income](#ic484dd70a7224f659599c632a770c966_142)] | | | [removed: [89](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_139)] [added: [93](#ic484dd70a7224f659599c632a770c966_142)] | | |

| [Consolidated Statements of Changes in Equity and Redeemable Non-Controlling [removed: Interest](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_142)] [added: Interest](#ic484dd70a7224f659599c632a770c966_145)] | | | [removed: [90](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_142)] [added: [94](#ic484dd70a7224f659599c632a770c966_145)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_145)] [added: Flows](#ic484dd70a7224f659599c632a770c966_148)] | | | [removed: [91](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_145)] [added: [95](#ic484dd70a7224f659599c632a770c966_148)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_151)] [added: Statements](#ic484dd70a7224f659599c632a770c966_154)] | | | [removed: [92](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_151)] [added: [96](#ic484dd70a7224f659599c632a770c966_154)] | | |

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment, management believes that we maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

We have audited Intercontinental Exchange, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes, and our report dated February [removed: 2, 2023] [added: 8, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Intercontinental Exchange, Inc. and Subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework),] [added: framework),] and our report dated February [removed: 2, 2023] [added: 8, 2024] expressed an unqualified opinion thereon.

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

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

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

| | | | [added: 2023 | | | | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 899 | | | | | $ |] 1,799 | | | | | $ | 607 | |

| Short-term restricted cash and cash equivalents | | | [added: 531 | | | | | |] 6,149 | | | | | | 1,035 | | |

| Cash and cash equivalent margin deposits and guaranty funds | | | [added: 78,980 | | | | | |] 141,990 | | | | | | 145,936 | | |

| Invested deposits, delivery contracts receivable and unsettled variation margin | | | [removed: 5,382] [added: 1,814] | | | | | | [removed: 4,493] [added: 5,382] | | |

| Customer accounts receivable, net of allowance for doubtful accounts of [removed: $22] [added: $21] and [removed: $24,] [added: $22,] respectively | | | [removed: 1,169] [added: 1,366] | | | | | | [removed: 1,208] [added: 1,169] | | |

| Prepaid expenses and other current assets | | | [removed: 458] [added: 703] | | | | | | [removed: 1,021] [added: 458] | | |

| Total current assets | | | [removed: 156,947] [added: 84,973] | | | | | | [removed: 154,300] [added: 156,947] | | |

| Property and equipment, net | | | [removed: 1,767] [added: 1,923] | | | | | | [removed: 1,699] [added: 1,767] | | |

| Goodwill | | | [removed: 21,111] [added: 30,553] | | | | | | [removed: 21,123] [added: 21,111] | | |

| Other intangible assets, net | | | [removed: 13,090] [added: 17,317] | | | | | | [removed: 13,736] [added: 13,090] | | |

| Long-term restricted cash and cash equivalents | | | [added: 340 | | | | | |] 405 | | | | | | 398 | | |

| Other non-current assets | | | [removed: 1,018] [added: 978] | | | | | | [removed: 2,246] [added: 1,018] | | |

| Total other non-current assets | | | [removed: 35,624] [added: 49,188] | | | | | | [removed: 37,503] [added: 35,624] | | |

| Total assets | | | $ | [removed: 194,338] [added: 136,084] | | | | | $ | [removed: 193,502] [added: 194,338] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 866] [added: 1,003] | | | | | $ | [removed: 703] [added: 866] | |

| Section 31 fees payable | | | [removed: 223] [added: 79] | | | | | | [removed: 57] [added: 223] | | |

| Accrued salaries and benefits | | | [removed: 352] [added: 459] | | | | | | [removed: 354] [added: 352] | | |

| Deferred revenue | | | [removed: 170] [added: 200] | | | | | | [removed: 194] [added: 170] | | |

| Short-term debt | | | [removed: 4] [added: 1,954] | | | | | | [removed: 1,521] [added: 4] | | |

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

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Black Knight, Inc. (Black Knight), which is included in the 2023 consolidated financial statements of the Company and constituted $14.6 billion and $13.2 billion of total and net assets, respectively as of December 31, 2023 and $363 million and ($214 million) of revenues, less transaction-based expenses and net income, respectively, for the year then ended.

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

New York, New York

Accounting for Business Combinations

*Description of the Matter* As discussed in Note 3 to the consolidated financial statements, during 2023, the Company completed its acquisition of Black Knight, Inc. (Black Knight) for aggregate consideration of $11.8 billion.

This transaction was accounted for as a business combination.

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

development (collectively referred to as the identified intangibles).

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

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

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

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

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

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

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

In addition, we performed sensitivity analysis over those assumptions.

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

*Description of the Matter* As discussed in Note 13 to the consolidated financial statements, the Company operates globally and files income tax returns in the U.S. and in various state, local and foreign jurisdictions.

Uncertainty in a tax position may arise because tax laws and rulings are subject to interpretation in each jurisdiction.

The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition.

As of December 31, 2023, the total amount of unrecognized tax benefits was $268 million, of which $228 million, if recognized, would impact the Company's effective tax rate.

Auditing management's analysis of the Company's uncertain tax positions and the related unrecognized tax benefits was challenging as the analysis involved significant judgment due to the complex interpretations and application of tax laws and rulings.

*How We Addressed the*

*Matter in Our Audit* We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls related to management's accounting for uncertain tax positions.

For example, we tested controls relating to the completeness of management’s identification of uncertain tax positions and the application of the recognition and measurement principles, including management's review of the inputs and calculations of unrecognized tax benefits.

Our audit procedures included, among others, testing management's assessment of which uncertain tax positions are more likely than not to be sustained and the measurement of the amount of tax benefit that is more likely than not to be realized.

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

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

well as their experience with the taxing authorities.

New York, New York

| Restricted short-term investments | | | 680 | | | | | | — | | |

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

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

| Balance, as of December 31, 2023 | | | 649 | | | | | | $ | 6 | | | | | (76) | | | | | | $ | (6,304) | | | | | $ | 15,953 | | | | | $ | 16,356 | | | | | $ | (294) | | | | | $ | 69 | | | | | $ | 25,786 | | | | | $ | — | |

| Fair value loss on promissory note | | | 160 | | | | | | — | | | | | | — | | | | | |

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

| Proceeds from restricted investments | | | 641 | | | | | | — | | | | | | — | | | | | |

*Debt Securities*

We periodically purchase debt securities including U.S. Treasury securities or other high quality sovereign debt for purposes of meeting regulatory capital requirements at certain of our clearing houses.

| | | | | | |

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

| February 2, 2023 | | | | | | February 2, 2023 | | |

Atlanta, Georgia

February 2, 2023

*Description of the Matter* *0*As discussed in Note 13 to the consolidated financial statements, the Company operates in the United States and multiple international tax jurisdictions and is therefore subject to various tax treaty arrangements and where applicable, transfer pricing guidelines for intercompany transactions.

Consolidated income tax expense, including the liability for unrecognized tax benefits, is an estimate based on management’s understanding and interpretation of current enacted tax laws and tax rates of each tax jurisdiction.

For the year-ended December 31, 2022, the Company recognized consolidated income tax expense of $310 million, and as of December 31, 2022, the Company accrued liabilities of $247 million for unrecognized tax benefits.

Auditing the Company's accounting for consolidated income tax expense was complex because management’s calculation of consolidated income tax expense involves application and interpretation of complex tax laws.

Further, the identification and measurement of unrecognized tax benefits requires significant management judgment and estimation.

Each tax position may involve unique facts and circumstances to be evaluated, and there may be uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity.

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

For example, we tested controls over management’s calculation of the federal, state and foreign components of income tax expense including management’s controls over the identification and ongoing review of its unrecognized tax benefits.

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

We involved our tax professionals to evaluate the application of tax law to management’s calculation methodologies and tax positions.

We also evaluated assumptions the Company used to develop its tax positions and related unrecognized tax benefit amounts by jurisdiction.

For example, we compared the estimated liabilities for unrecognized tax benefits to similar positions in prior periods and assessed management’s consideration of current tax controversy and litigation and trends in similar positions challenged by tax authorities.

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

| Balance, as of December 31, 2019 | | | 607 | | | | | | $ | 6 | | | | | (53) | | | | | | $ | (3,879) | | | | | $ | 11,742 | | | | | $ | 9,629 | | | | | $ | (243) | | | | | $ | 31 | | | | | $ | 17,286 | | | | | $ | 78 | |

| Impact of adoption of ASU 2016-13, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | |

| Warrants issued to minority interest holders | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 2 | | |

| Redeemable non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | |

| Issuance of non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 9 | | | | | | — | | |

| Common stock issued for acquisition | | | $ | — | | | | | $ | — | | | | | $ | 1,895 | | | | |

We also evaluate indefinite-lived intangible assets for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that an asset may be impaired.

Deferred revenue is our only significant contract asset or liability.

We have assessed the costs incurred to obtain or fulfill a contract with a customer and determined them to be immaterial.

Under our ESPP, employees may purchase shares of our

This standard requires recognition of both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures.

ASU 2016-02 requires lessees to recognize a right-of-use asset representing a right to use the underlying asset over the lease term, and a corresponding lease liability on the balance sheet.

Rent expense is

The acquisition-related transaction and integration costs incurred during 2020 primarily relate to costs incurred for our acquisitions of Ellie Mae and Bridge2 Solutions (see Note 3).

| ASU No. 2016-13, *Financial Instruments - Measurement of Credit Losses on Financial Instruments,* applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and accounts receivable. It requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities. | | | We adopted on January 1, 2020 on a modified retrospective basis. | | | 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. Further disclosures and details on our adoption are discussed below. | | |

| ASU 2017-04, *Simplifying the Test for Goodwill Impairment,* removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation if the fair value of a reporting unit is less than its carrying value. Goodwill impairment will now be measured using the difference between the carrying value and the fair value of the reporting unit, and any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. | | | We adopted on January 1, 2020 on a prospective basis. | | | 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. The fair values of our reporting units have been greater than their corresponding carrying values in recent years. Changes in future projections, market conditions, and other factors may cause a change in the excess of fair value of our reporting units over their corresponding carrying values. | | |

| ASU 2018-15, *Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service* *Contract,* helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when an arrangement includes a software license and is solely a hosted service. Customers will now apply the same criteria for capitalizing implementation costs as they would for a software license arrangement. The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. | | | We adopted on January 1, 2020 and apply the rules prospectively to eligible costs incurred on or after the effective date. | | | 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. | | |

| ASU No. 2019-12, *Simplifying the Accounting for Income Taxes*, eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It clarifies that single-member limited liability companies, and other similar disregarded entities that are not subject to income tax, are not required to recognize an allocation of consolidated income tax expense in their separate financial statements. Further, it simplifies the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill. | | | Effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We elected early adoption and adopted on January 1, 2020. | | | 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. | | |

We do not currently expect that any pending accounting pronouncements will have a material impact on our financial statements.

Adoption of ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments

On January 1, 2020, we adopted ASU 2016-13 using the modified retrospective approach through a cumulative-effect adjustment of $10 million, net of tax, to retained earnings.

ASU 2016-13 primarily impacted the calculation of our allowance for doubtful accounts on accounts receivable utilizing the expected credit losses model.

The following officers and directors adopted plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

(a) On November 7, 2023, Judith A.

Sprieser, one of our directors, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,751 shares.

(b) On December 8, 2023, Douglas A.

Foley, our SVP, Human Resources & Administration, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 17, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 6,400 shares.

(c) On November 28, 2023, A.

Warren Gardiner, our Chief Financial Officer, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 2,500 shares.

(d) On November 10, 2023, Benjamin R.

Jackson, our President, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) January 20, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 27,970 shares.

(e) On November 17, 2023, Lynn C.

Martin, our President, NYSE Group and Chair, ICE Fixed Income & Data Services, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) December 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Ms. Martin's tax withholding obligations.

(f) On December 5, 2023, Andrew J.

Surdykowski, our General Counsel, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the

Exchange Act.

The plan expires on the earlier of (i) January 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is 3,500 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Surdykowski's tax withholding obligations.

(g) On November 13, 2023, Stuart G.

Williams, our Chief Operating Officer, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan expires on the earlier of (i) May 31, 2024 or (ii) upon the completion of the sale of the maximum number of shares under the plan.

The aggregate number of shares to be sold under the plan is an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Williams' tax withholding obligations.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and employee stock purchase plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

(a) *Evaluation of Disclosure Controls and Procedures.* As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this 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.

Management’s report on its assessment of the effectiveness of our internal control over financial reporting as of December 31, 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.

(c) *Changes in Internal Controls over Financial Reporting.* There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

As a result, no corrective actions were taken.

ITEM 9 (B).

OTHER INFORMATION

Not applicable.

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: 2023] [added: 2024] Annual Meeting” in our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of [removed: Stockholders (“2023] [added: Stockholders, or the 2024] Proxy [removed: Statement”)] [added: 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 [added: Section] 16(a) Reports” in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

| Jeffrey C. Sprecher | | | [removed: 67] [added: 68] | | | Chair and Chief Executive Officer | | |

| A. Warren Gardiner | | | [removed: 42] [added: 43] | | | Chief Financial Officer | | |

| Douglas A. Foley | | | [removed: 51] [added: 52] | | | SVP, Human Resources & Administration | | |

| Benjamin R. Jackson | | | [removed: 50] [added: 51] | | | President | | |

| Mayur V. Kapani | | | [removed: 54] [added: 55] | | | Chief Technology Officer | | |

| Lynn C. Martin | | | [removed: 46] [added: 47] | | | President, NYSE Group and Chair, ICE Fixed Income & Data Services | | |

| Andrew J. Surdykowski | | | [removed: 52] [added: 53] | | | General Counsel | | |

| Stuart G. Williams | | | [removed: 46] [added: 47] | | | Chief Operating Officer | | |

[removed: Prior to acquiring CPEX, Mr. Sprecher held a number of positions, including President, over a fourteen-year] [added: year] period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants.

[removed: Edmonds.] Mr. Edmonds [removed: has] [added: previously] served as Chief Development [removed: Officer, overseeing] [added: Officer from January 2022 to December 2023, where he oversaw] all of ICE’s clearing house operations and the global risk management team [removed: since January 2022.][added: and coordinated ICE's marketing and public relations endeavors.]

Additionally, [removed: he] [added: Ms. Martin] coordinates the [removed: company’s] [added: Company’s] marketing and public relations endeavors.

He previously served as Global Head of Clearing & Risk and Senior Vice President of Financial [removed: Markets, where he oversaw the development of initiatives within ICE’s exchange-listed and OTC financial markets,] [added: 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.

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

[added: Additionally, he leads the integration planning and execution of ICE's acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology Holdings, Inc.] 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 ICE in July 2011 from SunGard, a leading software and technology provider to commodity market participants.

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 [added: Data Derivatives.]

Mr. Kapani earned a [removed: Bachelors] [added: Bachelor's] of Technology degree from the Indian Institute of Technology Kharagpur and completed the Wharton Management Program.

[removed: Martin. Ms. Martin is President of] NYSE [removed: 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: five] [added: four] fully electronic equity markets and two options exchanges.

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

[removed: She] [added: He] is responsible for managing [removed: ICE's] [added: ICE’s] global [removed: data and] fixed income [removed: businesses including the ICE Bonds execution venues] and [added: data business, including] pricing and analytics, reference data, indices, desktop solutions, consolidated [removed: feeds and] [added: feeds,] connectivity services [removed: that cover all major asset classes.][added: and the ICE Bonds execution venues.]

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

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

Our Global Code of Business Conduct is available on our website at [removed: *www.intercontinentalexchange.com*] [added: *www.ice.com*] under the heading “Investor Relations” “Governance” then "Governance Overview." [removed: We] [added: Within the time period required by the SEC, we] intend to disclose [removed: promptly] on our website any substantive amendments to our Global Code of Business [removed: Conduct.][added: Conduct and any waiver of our Global Code of Business Conduct applicable to any executive officer, director or senior financial officer.]

| Christopher S. Edmonds | | | 54 | | | President, Fixed Income & Data Services | | |

| Elizabeth K. King | | | 56 | | | Global Head of Clearing & Chief Regulatory Officer | | |

Prior to acquiring CPEX, Mr. Sprecher held a number of positions, including President, over a fourteen-

Edmonds. Mr. Edmonds has served as President, Fixed Income & Data Services since January 2024.

In this role, Mr. Edmonds also oversees ICE’s product initiative around sustainable investing.

Elizabeth K.

King.

Ms. King has served as Global Head of Clearing and Chief Regulatory Officer since January 2024 and as Chief Regulatory Officer since October 2018.

She is responsible for overseeing all of ICE’s clearing house operations and the global risk management team.

As ICE’s Chief Regulatory Officer, Ms. King oversees the Company’s global regulatory and government affairs strategies and initiatives.

Ms. King previously served as President, Sustainable Finance.

In this role, she led ICE’s product initiative around sustainable investing, including overseeing the NYSE's Board Advisory Council, which addresses the critical need for inclusive leadership by NYSE-listed and prospective listed companies.

Prior to 2022, Ms. King was General Counsel and Corporate Secretary of NYSE Group and, prior to joining ICE in March 2014, Deputy General Counsel and Global Head of Regulatory Affairs at securities trading firm KCG

Holdings, Inc. Before joining KCG, she was Associate Director, Division of Trading and Markets at the SEC, where she was responsible for the SEC’s regulatory program for oversight of the securities markets.

Ms. King holds a J.D. from the University of Pennsylvania, and an A.B. from Duke University.

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

In addition, Ms. Martin serves as Chair of Fixed Income & Data Services at ICE, which includes ICE Bonds execution venues, securities pricing and analytics, reference data, indices, desktop solutions, consolidated feeds and connectivity services that cover all major asset classes.

Prior to joining NYSE Euronext, Ms. Martin worked at IBM in its Global Services organization.

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

Additionally, he leads the integration planning and execution of ICE's acquisitions and joint ventures and serves as the Chair of ICE Mortgage Technology.

Data Derivatives.

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

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

Information relating to executive compensation set forth under the captions “Compensation Discussion & Analysis,” [removed: “Executive] [added: “2023 Executive] Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Non-Employee Director Compensation,” and “Compensation Committee Report” in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

Information regarding certain relationships and transactions between our company and certain of our affiliates as set forth under the caption “Certain Relationships and Related Transactions” in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting” in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

- Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

- Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

- Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

The following exhibits are filed with this [added: Annual] Report.

| 4.8 | | | — | | | [Form of [removed: 3.450%] [added: 3.750%] Senior Notes due [removed: 2023] [added: 2028] (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm) | | | | | |

| 4.9 | | | — | | | [Form of [removed: 3.750%] [added: 4.250%] Senior Notes due [removed: 2028] [added: 2048] (included as an exhibit to the First Supplemental Indenture dated as of August 13, 2018) (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 13, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518246855/d609249dex42.htm) | | | | | |

| [removed: 4.10] [added: 4.15] | | | — | | | [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)] | | | | | |

| [removed: 4.11] [added: 4.10] | | | — | | | [Second Supplemental Indenture dated as of May 26, 2020 between Intercontinental Exchange, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 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) | | | | | |

| [removed: 4.12] [added: 4.11] | | | — | | | [Form of 2.100% Senior Notes due 2030 (included as an exhibit to [removed: 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] [added: the Second Supplemental] Indenture dated as of May 26, 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) | | | | | |

| [removed: 4.13] [added: 4.12] | | | — | | | [Form of 3.000% Senior Notes due 2050 (included as an exhibit to [removed: 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] [added: the Second Supplemental] Indenture dated as of May 26, 2020) (incorporated by reference to Exhibit 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) | | | | | |

| [removed: 4.14] [added: 4.13] | | | — | | | [Third Supplemental Indenture dated as of August 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 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | | | | |

| [removed: 4.15] [added: 4.14] | | | — | | | [Form of [removed: 0.700%] [added: 1.850%] Senior Notes due [removed: 2023] [added: 2032] (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | | | | |

| 4.16 | | | — | | | [Form of [removed: 1.850%] [added: 3.000%] Senior Notes due [removed: 2032] [added: 2060] (included as an exhibit to the Third Supplemental Indenture dated as of August 20, 2020) (incorporated by reference to Exhibit [removed: 4.4] [added: 4.6] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on August 20, 2020, File No. 001-36198).](https://www.sec.gov/Archives/edgar/data/1571949/000119312520225673/d94061dex41.htm) | | | | | |

| [removed: 4.17] [added: 4.21] | | | — | | | [Form of [removed: 2.650%] [added: 4.600%] Senior Notes due [removed: 2040] [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 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)] | | | | | |

| 4.18 | | | — | | | [Form of [removed: 3.000%] [added: 3.650%] Senior Notes due [removed: 2060] [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: 4.6] [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)] | | | | | |

| [removed: 4.19] [added: 4.17] | | | — | | | [Fourth Supplemental Indenture dated as of May 23, 2022 between Intercontinental Exchange, Inc., as issuer, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | | | | |

| 4.20 | | | — | | | [Form of [removed: 3.650%] [added: 4.350%] Senior Notes due [removed: 2025] [added: 2029] (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | | | | |

| [removed: 4.21] [added: 4.19] | | | — | | | [Form of 4.000% Senior Notes due 2027 (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | | | | |

| 4.22 | | | — | | | [Form of [removed: 4.350%] [added: 4.950%] Senior Notes due [removed: 2029] [added: 2052] (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit [removed: 4.4] [added: 4.6] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | | | | |

| 4.23 | | | — | | | [Form of [removed: 4.600%] [added: 5.200%] Senior Notes due [removed: 2033] [added: 2062] (included as an exhibit to the Fourth Supplemental Indenture dated as of May 23, 2022) (incorporated by reference to Exhibit [removed: 4.5] [added: 4.7] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2022, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm) | | | | | |

| [removed: 4.24] [added: 4.25] | | | — | | | [Form of [removed: 4.950%] [added: 3.625%] Senior [removed: Notes due 2052 (included] [added: Note](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm) [due 2028 of Black Knight InfoServ, LLC](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm) [(included] as an exhibit to [removed: the Fourth Supplemental Indenture] [added: the](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm) [Indenture] dated as of [removed: May 23, 2022) (incorporated] [added: August 26, 2020)](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm) [](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm)[(incorporated] by reference to Exhibit [removed: 4.6] [added: 4.2] to Intercontinental Exchange, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: May 23, 2022,] [added: November 2, 2023,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm)] | | | | | |

| [removed: 4.25] [added: 2.2] | | | — | | | [removed: [Form of 5.200% Senior Notes due 2062 (included] [added: [Amendment No. 1, dated] as [removed: an exhibit] [added: of March 7, 2023,] to the [removed: Fourth Supplemental Indenture] [added: Agreement and Plan of Merger,] dated as of May [removed: 23, 2022)] [added: 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight, Inc.] (incorporated by reference to Exhibit [removed: 4.7] [added: 2.1] to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: May 23, 2022,] [added: March 7, 2023,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522157540/d333782dex41.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312523063262/d472787dex21.htm)] | | | | | |

| [removed: 4.26] [added: 10.23] | | | — | | | [removed: [Description of ICE’s Securities Registered under Section 12] [added: [Aircraft Time Sharing Agreement dated as] of [removed: the] [added: February 2, 2022 between Intercontinental] Exchange [removed: Act] [added: Holdings, Inc. and Warren Gardiner] (incorporated by reference to Exhibit [removed: 4.25] [added: 10.23] to Intercontinental Exchange, [removed: Inc](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex425.htm)[.](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex425.htm)['s] [added: Inc.'s] Annual Report on Form 10-K filed with the SEC on February 3, 2022, File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex425.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)] | | | | | |

| 10.3 | | | — | | | [Employment Agreement dated February [removed: 24, 2012] [added: 1, 2023] between Intercontinental Exchange Holdings, Inc. and [removed: David S. Goone] [added: Christopher Edmonds] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to Intercontinental [removed: Exchange Holdings, Inc.’s Current] [added: Exchange, Inc.'s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: February 24, 2012,] [added: May 4, 2023,] File [removed: No. 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000118811212000484/ex10-3.htm)] [added: No 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000011/ice2023331ex101.htm)] | | | | | |

| [removed: 10.7] [added: 10.24] | | | — | | | [removed: [Transition and Separation Agreement,] [added: [Aircraft Time Sharing Agreement] dated as of [removed: March 14, 2022,] [added: April 17, 2023] between Intercontinental Exchange Holdings, Inc. and [removed: David S. Goone] [added: Christopher Edmonds] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Intercontinental Exchange, Inc.'s [removed: Amendment No. 1 to Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: March 17, 2022,] [added: May 4, 2023,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465922035045/tm229618d1_ex10-1.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000011/ice2023331ex102.htm)] | | | | | |

| [removed: 10.8] [added: 10.7] | | | — | | | [Intercontinental [removed: Exchange Holdings,] [added: Exchange,] Inc. [removed: 2003 Restricted Stock Deferral] [added: Annual Executive Bonus] Plan [removed: for Outside Directors, as amended effective December 31, 2008] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.9] to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February [removed: 11, 2009,] [added: 2, 2023,] File No. [removed: 001-32671).](http://www.sec.gov/Archives/edgar/data/1174746/000095014409001156/g17549exv10w7.htm)] [added: 001-36198](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex109.htm)[)](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex109.htm)[.](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex109.htm)] | | | | | |

| [removed: 10.9] [added: 21.1*] | | | — | | | [removed: [Intercontinental] [added: [Subsidiaries of Intercontinental] Exchange, [removed: Inc. Annual Executive Bonus Plan.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex109.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex211.htm)] | | | | | |

| [removed: 10.1] [added: 10.8] | | | — | | | [Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).](http://www.sec.gov/Archives/edgar/data/1174746/000119312513233722/d543434dex41.htm) | | | | | |

| [removed: 10.11] [added: 10.10] | | | — | | | [Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Form S-8 filed with the SEC on May 22, 2017, File No. 333-218619).](http://www.sec.gov/Archives/edgar/data/1571949/000119312517178188/d380480dex41.htm) | | | | | |

| [removed: 10.12] [added: 10.11] | | | — | | | [Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 21, 2018, File No. 333-225065).](http://www.sec.gov/Archives/edgar/data/1571949/000119312518168781/d544611dex43.htm) | | | | | |

| 10.13 | | | — | | | [Intercontinental Exchange, Inc. 2022 Omnibus [removed: Employee] [added: Non-Employee Director] Incentive Plan (incorporated by reference to Exhibit [removed: A] [added: B] to Intercontinental Exchange, Inc.’s Definitive Proxy Statement filed on March 25, 2022, File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522085210/d281273ddef14a.htm#rom281273_95)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522085210/d281273ddef14a.htm#rom281273_96)] | | | | | |

| [removed: 10.14] [added: 10.12] | | | — | | | [Intercontinental Exchange, Inc. 2022 Omnibus [removed: Non-Employee Director] [added: Employee] Incentive Plan (incorporated by reference to Exhibit [removed: B] [added: A] to Intercontinental Exchange, Inc.’s Definitive Proxy Statement filed on March 25, 2022, File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522085210/d281273ddef14a.htm#rom281273_96)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000119312522085210/d281273ddef14a.htm#rom281273_95)] | | | | | |

| [removed: 10.15] [added: 10.14] | | | — | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit1017.htm) | | | | | |

| [removed: 10.16] [added: 10.15] | | | — | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 7, 2018, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194918000003/ice20171231exhibit1018.htm) | | | | | |

| [removed: 10.17] [added: 10.16] | | | — | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (EBITDA and TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex1017.htm)] [added: Plan (incorporated by reference to Exhibit 10.17 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex1017.htm)] | | | | | |

| [removed: 10.18] [added: 10.17] | | | — | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Relative 3-Year TSR) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex1018.htm).] [added: Plan (incorporated by reference to Exhibit 10.18 to Intercontinental Exchange, Inc.'s Annual Report on Form 10-K filed with the SEC on February 2, 2023, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex1018.htm)] | | | | | |

| [removed: 10.24] [added: 4.24] | | | [added: —] | | | [removed: [Aircraft Time Sharing Agreement dated as of March 4, 2021 between Intercontinental Exchange Holdings, Inc.] [added: [Indenture among Black Knight InfoServ, LLC, the Guarantors party thereto] and [removed: David S. Goone] [added: Wells Fargo Bank, National Association, dated August 26, 2020] (incorporated by reference to Exhibit [removed: 10.6] [added: 4.1] to Intercontinental Exchange, [removed: Inc.'s] [added: Inc.’s] Quarterly Report on Form 10-Q filed with the SEC on [removed: April 29, 2021,] [added: November 2, 2023,] File No. [removed: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194921000007/ice2021331ex106.htm)] [added: 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000157194923000019/ice2023930ex41.htm)] | | | | | |

| [removed: 21.1] [added: 97*] | | | — | | | [removed: [Subsidiaries of Intercontinental] [added: [Intercontinental] Exchange, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex211.htm)] [added: Inc. Mandatory Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex97.htm)] | | | | | |

| [removed: 23.1] [added: 23.1*] | | | — | | | [Consent of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex231.htm)] | | | | | |

| 24.1 | | | — | | | [Power of Attorney (included with signature page [removed: hereto).](#i6a9cc70cde5f4eb2af1df4c3ee5905e7_268)] [added: hereto).](#ic484dd70a7224f659599c632a770c966_277)] | | | | | |

| [removed: 31.1] [added: 31.1*] | | | — | | | [Rule 13a -14(a)/15d -14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex311.htm)] | | | | | |

| [removed: 31.2] [added: 31.2*] | | | — | | | [Rule 13a -14(a)/15d -14(a) Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex312.htm)] | | | | | |

| [removed: 32.1] [added: 32.1] | | | — | | | [Section 1350 Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1571949/000157194923000006/ice20221231ex321.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex321.htm)] | | | | | |

| 4.26* | | | — | | | [Description of ICE’s Securities Registered under Section 12 of the Exchange Act.](https://www.sec.gov/Archives/edgar/data/1571949/000157194924000007/ice20231231ex426.htm) | | | | | |

| 10.9 | | | — | | | [Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.'s Registration Statement on Form S-8, filed with the SEC on September 5, 2023, File No. 333-274344).](http://www.sec.gov/Archives/edgar/data/1571949/000119312523228555/d436653dex43.htm) | | | | | |

| 10.18 | | | — | | | [Form of 2023 Performance-Based Restricted Stock Unit Award Agreement (Deal Incentive Award) used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 6, 2023, File No. 001-36198).](http://www.sec.gov/Archives/edgar/data/1571949/000110465923107541/tm2327936d1_ex10-1.htm) | | | | | |

* Filed herewith.

Furnished herewith.

These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, or otherwise subject to the liability of that Section.

Such exhibits shall not be deemed

incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

| 10.23 | | | — | | | [Aircraft Time Sharing Agreement dated as of February 2, 2022 between Intercontinental Exchange Holdings, Inc. and Warren Gardiner](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm) [(incorporated by reference to Exhibit 10.23 to](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm) [Intercontinental Exchange, Inc](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)[.](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)['s Annual Report on Form 10-K file](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)[d with the SEC on February 3, 2022, File No. 001-36198)](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm)[.](http://www.sec.gov/Archives/edgar/data/1571949/000157194922000006/ice20211231ex1023.htm) | | | | | |