Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

The carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions):

	As of December 31,
	2024		2023
Debt:
Short-term debt:
Commercial Paper	$	529	$	1,954
2025 Senior Notes (3.65%; unsecured due May 23, 2025)	1,249		—
2025 Senior Notes (3.75% senior notes due December 1, 2025)	1,249		—
Total short-term debt	3,027		1,954
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
2025 Senior Notes (3.75% senior notes due December 1, 2025)	—		1,248
2027 Senior Notes (4.00% senior notes due September 15, 2027)	1,492		1,489
2027 Senior Notes (3.10% senior notes due September 15, 2027)	498		498
2028 Senior Notes (3.625% senior notes due September 1, 2028)	937		920
2028 Senior Notes (3.75% senior notes due September 21, 2028)	596		596
2029 Senior Notes (4.35% senior notes due June 15, 2029)	1,243		1,241
2030 Senior Notes (2.10% senior notes due June 15, 2030)	1,240		1,238
2031 Senior Notes (5.25% senior notes due June 15, 2031)	743		—
2032 Senior Notes (1.85% senior notes due September 15, 2032)	1,488		1,486
2033 Senior Notes (4.60% senior notes due March 15, 2033)	1,490		1,489
2040 Senior Notes (2.65% senior notes due September 15, 2040)	1,233		1,232
2048 Senior Notes (4.25% senior notes due September 21, 2048)	1,233		1,232
2050 Senior Notes (3.00% senior notes due June 15, 2050)	1,223		1,222
2052 Senior Notes (4.95% senior notes due June 15, 2052)	1,467		1,466
2060 Senior Notes (3.00% senior notes due September 15, 2060)	1,473		1,472
2062 Senior Notes (5.20% senior notes due June 15, 2062)	985		984
Total long-term debt	17,341		20,659
Total debt	$	20,368	$	22,613

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 31, 2024, we agreed with the lenders to extend the maturity date of the Credit Facility from May 25, 2027, to May 31, 2029, among other items. We incurred new debt issuance costs of $4 million in 2024 relating to the Credit Facility which increased unamortized deferred debt issuance costs carried forward from previous Credit Facility extensions, and these costs are represented in the 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, 2024.

As of December 31, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $529 million was required to back-stop the notes outstanding under our U.S. dollar commercial paper program, or 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 $3.2 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future 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, 2024, the applicable rate for commitments to May 2029 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: We previously had a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan, that we entered into on May 25, 2022. Draws under the Term Loan bore interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin of 87.5 basis points plus a credit spread adjustment of 10 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranged 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. During the second quarter of 2024, we fully repaid our outstanding obligations under the Term Loan and debt issuance costs incurred related to the Term Loan were fully amortized at the time of repayment.

•Other: Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of December 31, 2024, 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 2024 we had net repayments of $1.4 billion under the Commercial Paper Program. 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, partially offset by net repayments of $600 million funded primarily by cash flows from operations.

As of December 31, 2024, commercial paper notes of $529 million with original maturities ranging from 6 to 20 days were outstanding with a weighted average interest rate of 4.6% per annum, and a weighted average remaining maturity of 14 days. 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 5.7% per annum, and a weighted average remaining maturity of 32 days.

Senior Notes

As of December 31, 2024, our senior notes of $19.8 billion had a weighted average maturity of 13 years and a weighted average cost of 3.7% per annum.

•Exchange Offers: On June 5, 2024, we completed a private offer to exchange the $1 billion aggregate principal amount of the outstanding 3.625% senior notes due 2028 issued by Black Knight InfoServ, LLC, or the Black Knight Notes, for new senior notes issued by ICE. As a result of the settlement of the private exchange offer, approximately $998 million in aggregate principal amount of outstanding Black Knight Notes were cancelled, and ICE issued approximately $998 million in aggregate principal amount of new senior notes, or the ICE Original Exchange Notes, with the same interest payment, maturity dates and interest rate as the Black Knight Notes.

On September 10, 2024, we completed a registered exchange offer in which virtually all previously outstanding ICE Original Exchange Notes were exchanged for identical new senior notes that were registered under the Securities Act of 1933, or the ICE Registered Exchange Notes, and thereby became freely transferable, subject to certain restrictions applicable to affiliates and broker dealers.

•Senior Notes Issued in May 2024: On May 13, 2024, we issued $750 million in aggregate principal amount of 5.25% senior notes due 2031, or the 2031 Notes. We intend to use $500 million of the net proceeds from the offering of the 2031 Notes to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025, or the 2025 Notes. The net proceeds intended to repay the 2025 Notes have been invested and recorded as short-term restricted investments in our consolidated balance sheet as of December 31, 2024. We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under the Term Loan.

We incurred debt issuance costs of $6 million relating to the issuance of the 2031 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 the 2031 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 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.

•Remaining Outstanding Senior Notes: All of our other outstanding Senior Notes were issued at a discount, and we incurred debt issuance costs with each issuance. The amounts in the table above reflect the carrying value of each Senior Note which consists of the aggregate principal amount, less the unamortized debt issuance costs and discounts. The unamortized debt issuance costs and discounts are being accreted through interest expense over the life of the applicable notes. All of the Senior Notes pay interest semi-annually.

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, 2024, the outstanding debt repayment schedule is as follows (in millions):

2025	$	3,030
2026	—
2027	2,000
2028	1,600
2029	1,250
Thereafter	12,750
Principal amounts repayable	20,630
Unamortized debt issuance costs and discounts	(262)
Total debt outstanding	$	20,368