Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

Our total debt, including short-term and long-term debt, consisted of the following (in millions):

	As of December 31,
	2023		2022
Debt:
Short-term debt:
Commercial Paper	$	1,954	$	—
Other short-term debt	—		4
Total short-term debt	1,954		4
Long-term debt:
2025 Term Loan due August 31, 2025	1,600		—
2025 Senior Notes (3.65% senior notes due May 23, 2025)	1,246		1,243
2025 Senior Notes (3.75% senior notes due December 1, 2025)	1,248		1,247
2027 Senior Notes (4.00% senior notes due September 15, 2027)	1,489		1,487
2027 Senior Notes (3.10% senior notes due September 15, 2027)	498		498
2028 Senior Notes (3.625% senior notes due September 1, 2028)	920		—
2028 Senior Notes (3.75% senior notes due September 21, 2028)	596		594
2029 Senior Notes (4.35% senior notes due June 15, 2029)	1,241		1,240
2030 Senior Notes (2.10% senior notes due June 15, 2030)	1,238		1,235
2032 Senior Notes (1.85% senior notes due September 15, 2032)	1,486		1,485
2033 Senior Notes (4.60% senior notes due March 15, 2033)	1,489		1,488
2040 Senior Notes (2.65% senior notes due September 15, 2040)	1,232		1,231
2048 Senior Notes (4.25% senior notes due September 21, 2048)	1,232		1,231
2050 Senior Notes (3.00% senior notes due June 15, 2050)	1,222		1,221
2052 Senior Notes (4.95% senior notes due June 15, 2052)	1,466		1,464
2060 Senior Notes (3.00% senior notes due September 15, 2060)	1,472		1,471
2062 Senior Notes (5.20% senior notes due June 15, 2062)	984		983
Total long-term debt	20,659		18,118
Total debt	$	22,613	$	18,122

Black Knight Senior Notes

As of December 31, 2023, Black Knight's $1.0 billion principal amount of its 3.625% senior notes due in 2028 were outstanding. The notes became part of ICE's consolidated long-term debt on the acquisition date of September 5, 2023.

Credit Facilities

•Credit Facility: We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. On May 25, 2022, we agreed with the lenders to extend the maturity date of the Credit Facility from October 15, 2026, to May 25, 2027 and also exercised our option to increase the amount of the Credit Facility from $3.8 billion to $3.9 billion, among other items. We incurred new debt issuance costs of $4 million during 2022 relating to the Credit Facility, increased deferred debt issuance costs carried forward from previous Credit Facility extensions, and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Credit Facility. No amounts were outstanding under the Credit Facility as of December 31, 2023.

As of December 31, 2023, of the $3.9 billion that was available for borrowing under the Credit Facility, $2.0 billion was required to backstop the amount outstanding under the Commercial Paper Program, and $172 million was required to support certain broker-dealer and other subsidiary commitments. Amounts required to back-stop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $1.8 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.

We also pay an annual commitment fee for unutilized amounts under the Credit Facility, payable in arrears at a rate that ranges from 0.08% to 0.20% determined based on our current long-term debt rating. As of December 31, 2023, the applicable rate for commitments to May 2027 was 0.125%. Amounts borrowed under the Credit Facility may be prepaid at any time without premium or penalty.

The Credit Facility also contains customary representations and warranties, covenants and events of default, including a leverage ratio, limitations on liens on our assets, indebtedness of non-obligor subsidiaries, the sale of all or substantially all of our assets, and other matters.

•2022 Term Loan: On May 25, 2022, we entered into a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan. Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 8.75 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranges from 0.625% to 1.125% for Term SOFR loans and from 0.000% to 0.125% for base rate loans, in each case, based on a ratings-based pricing grid. The proceeds from borrowings under the Term Loan were used to fund a portion of the purchase price for the Black Knight acquisition. We incurred new debt issuance costs of $4 million relating to the Term Loan and these costs are represented in the accompanying consolidated balance sheet as other non-current assets and will be amortized over the remaining life of the Term Loan. We have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time. As of December 31, 2023, $1.6 billion was outstanding under the Term Loan.

•Other: Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of December 31, 2023, there were no outstanding borrowings.

Commercial Paper Program

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates, which fluctuate due to market conditions and as a result may impact our interest expense.

In 2023, we issued $2.6 billion under the Commercial Paper Program to fund a portion of the purchase price for the Black Knight acquisition, offset by net repayments of $600 million funded primarily by cash flows from operations. We had net repayments of $1.0 billion under the Commercial Paper program during 2022 funded, in part, by the net proceeds from our senior notes issued in May 2022.

As of December 31, 2023, commercial paper notes of $2.0 billion with original maturities ranging from 4 to 45 days were outstanding with a weighted average interest rate of 5.70% per annum, and a weighted average remaining maturity of 32 days. As of December 31, 2022, we did not have any notes outstanding under our Commercial Paper Program.

Senior Notes

•Senior Notes Issued in May 2022

On May 23, 2022, we issued $8.0 billion in aggregate principal amount of new fixed rate senior notes, comprised of the following:

•$1.25 billion in aggregate principal amount of 3.65% senior notes due in 2025, or the 2025 Notes;

•$1.5 billion in aggregate principal amount of 4.00% senior notes due in 2027, or the 2027 Notes;

•$1.25 billion in aggregate principal amount of 4.35% senior notes due in 2029, or the 2029 Notes;

•$1.5 billion in aggregate principal amount of 4.60% senior notes due in 2033, or the 2033 Notes;

•$1.5 billion in aggregate principal amount of 4.95% senior notes due in 2052, or the 2052 Notes; and

•$1.0 billion in aggregate principal amount of 5.20% senior notes due in 2062, or the 2062 Notes, collectively, the Notes.

We used the net proceeds of $4.9 billion from the offering of the 2025 Notes, the 2027 Notes, the 2029 Notes and the 2062 Notes, together with the issuance of commercial paper and/or borrowings under the Credit Facility, cash on hand and borrowings under the Term Loan, discussed below, to finance the cash portion of the purchase price for Black Knight.

We used the $3.0 billion of net proceeds from the offering of the 2033 Notes and the 2052 Notes to redeem $2.7 billion aggregate principal amount of four series of senior notes that would have matured in 2022 and 2023. The balance of the net proceeds was used for general corporate purposes, which included paying down a portion of the amounts outstanding under our Commercial Paper Program. We recorded $30 million in costs associated with the extinguishment and re-financing of our existing debt in connection with our May 2022 debt refinancing which included a make-whole redemption of $18 million, duplicative interest of $7 million and $5 million of accelerated unamortized deferred debt costs. These costs were included in interest expense in our consolidated statements of income for 2022.

We incurred debt issuance costs of $67 million relating to the issuance of the Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the Notes. The Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

•Senior Notes Issued in August 2020: On August 20, 2020, we issued $6.5 billion in aggregate principal amount of new senior notes, comprised of $1.25 billion in aggregate principal amount of floating rate senior notes due in 2023, or the Floating Rate Notes, $1.0 billion in aggregate principal amount of 0.70% senior notes due in 2023, $1.5 billion in aggregate principal amount of 1.85% senior notes due in 2032, $1.25 billion in aggregate principal amount of 2.65% senior notes due in 2040, and $1.5 billion in aggregate principal amount of 3.00% senior notes due in 2060 (collectively, the August 2020 Notes). We used the net proceeds to fund a portion of the purchase price for the Ellie Mae acquisition.

We incurred debt issuance costs of $53 million relating to the issuance of the August 2020 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each series of the August 2020 Notes.

In September 2021, we used the proceeds from commercial paper issuances and cash on hand to fund the redemption of $1.25 billion of the Floating Rate Notes and recorded $4 million of accelerated unamortized deferred loan costs, included in interest expense in our consolidated statements of income for 2021.

In May 2022, we used the proceeds from the notes to fund the redemption of $1.0 billion in aggregate principal amount of 0.70% senior notes due in 2023.

•Senior Notes Issued in May 2020: On May 26, 2020, we issued $2.5 billion in aggregate principal amount of new senior notes comprised of $1.25 billion in aggregate principal amount of 2.10% senior notes due in 2030 and $1.25 billion in aggregate principal amount of 3.00% senior notes due in 2050 (collectively, the May 2020 Notes).

We used the net proceeds of the May 2020 Notes for general corporate purposes, including to fund the redemption of our $1.25 billion aggregate principal amount of 2.75% senior notes due December 2020, or the 2020 Senior Notes, which were redeemed in accordance with their terms on June 25, 2020, and to pay down a portion of our commercial paper outstanding.

We incurred debt issuance costs of $23 million relating to the issuance of the May 2020 Notes and these costs are presented in the accompanying consolidated balance sheet as a deduction from the carrying amount of the related debt liability and will be amortized over the remaining term of each note series.

•Senior Notes Issued in August 2018: In August 2018, we issued $2.25 billion in new aggregate unsecured fixed-rate senior notes, including $400 million, 3.45% notes due in 2023, $600 million, 3.75% notes due in 2028, and $1.25 billion, 4.25% notes due in 2048. We used the proceeds for general corporate purposes, including to fund the redemption of the $600 million, 2.50% Senior Notes due October 2018 and to refinance all of our issuances under our Commercial Paper Program that resulted from acquisitions and investments in 2018. We

incurred debt issuance costs of $21 million relating to these notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.

In June 2022, we used the proceeds from the notes to fund the redemption of $400 million in aggregate principal amount of 3.45% notes due in 2023.

•Senior Notes Issued in August 2017: In August 2017, we issued $1.0 billion in aggregate senior unsecured fixed-rate notes, including $500 million, 2.35% notes due in 2022 and $500 million, 3.10% notes due in 2027. We used the majority of the proceeds of the offering to fund the redemption of $850 million, 2.00% senior unsecured fixed-rate NYSE Notes prior to the October 2017 maturity date. We incurred debt issuance costs of $8 million relating to these notes that we recorded as a deduction from the carrying amount of the debt and which is being amortized over the respective note lives.

In June 2022, we used the proceeds from the notes to fund the redemption of $500 million in aggregate principal amount of 2.35% notes due in 2022.

•Senior Notes Issued in November 2015: In November 2015, we issued $2.5 billion in aggregate senior unsecured fixed-rate notes, including the 2020 Senior Notes, and $1.25 billion, 3.75% notes due 2025. We used the proceeds, together with $1.6 billion of borrowings under our Commercial Paper Program, to finance the cash portion of the purchase price of Interactive Data. The 2020 Senior Notes were paid off in June 2020 with net proceeds from the offering of the May 2020 Notes.

All of our Senior Notes contain affirmative and negative covenants, including, but not limited to, certain redemption rights, limitations on liens and indebtedness and limitations on certain mergers, sales, dispositions and lease-back transactions.

Debt Repayment Schedule

As of December 31, 2023, the outstanding debt repayment schedule is as follows (in millions):

2024	$	1,964
2025	4,100
2026	—
2027	2,000
2028	1,600
Thereafter	13,250
Principal amounts repayable	22,914
Debt issuance costs	(202)
Unamortized balance discounts on bonds, net	(89)
Discount on Commercial Paper	(10)
Total debt outstanding	$	22,613