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Equity | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
Equity | Equity Common Stock We are authorized to issue 1.5 billion shares with a par value of $0.01 per share. Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders are entitled to vote, including the election and removal of directors. There were 651 million and 574 million shares of common stock issued and outstanding, respectively, as of December 31, 2024. There were 649 million and 573 million shares of common stock issued and outstanding, respectively, as of December 31, 2023. Preferred Stock We are authorized to issue 100 million shares of preferred stock with a par value of $0.01 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of December 31, 2024, no shares of preferred stock have been issued. Treasury Stock During each of 2024, 2023 and 2022, we received 1 million shares of common stock from employees to satisfy tax withholdings we made on their behalf for restricted stock and stock option exercises. We recorded the receipt of the shares as treasury stock. Non-Controlling Interests For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the non-ICE interests are shown as non-controlling interests. As of December 31, 2024, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interest in ICE Futures Abu Dhabi. As of December 31, 2024, we had redeemable non-controlling interests, reflected in temporary equity within our consolidated balance sheet, related to a put right held by non-ICE members to require us to purchase their interests in an entity acquired by us in 2024. Stock Repurchase Program We periodically review whether to repurchase our stock. In December 2021, our Board approved an aggregate of $3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2022. The approval of our Board for stock repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board may increase or decrease the amount available for repurchases from time to time. In making a determination regarding the timing and extent of any stock repurchases, we consider multiple factors that may include: overall stock market conditions, our common stock price performance, the remaining amount authorized for repurchases by our Board, the potential impact of a stock repurchase program on our debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources. Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. In December 2021 we entered into a new Rule 10b5-1 trading plan that became effective in February 2022. In connection with our acquisition of Black Knight, on May 4, 2022, we terminated our Rule 10b5-1 trading plan and suspended share repurchases. We did not have any share repurchases in 2024 or 2023. During 2022 we repurchased 5.0 million shares of our outstanding common stock at a cost of $632 million excluding shares withheld upon vesting of equity awards. The shares repurchased are held in treasury stock. We may begin or discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time or enter into additional plans. As of December 31, 2024, the remaining balance of Board approved funds for future repurchase was $2.5 billion. The table below sets forth the information with respect to purchases made by or on behalf of ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the periods presented as follows:
| Shares Repurchased (in thousands) |  | Average Repurchase Price Per Share |  | Amount of Repurchases (in millions) |  | Total cumulative year-to-date shares purchased as part of publicly announced plans or programs (in thousands) |  | Approximate dollar value of shares that may yet be purchased under the plans or programs as of the end of the quarter (in millions)
2024 |  |  |  |  |  |  |  |  |
Fourth quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
Third quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
Second quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
First quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
Total common stock repurchases | — |  |  | $ | — |  |  | $ | — |  |  |  |  |
2023 |  |  |  |  |  |  |  |  |
Fourth quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
Third quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
Second quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
First quarter | — |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 2,518 |
Total common stock repurchases | — |  |  | $ | — |  |  | $ | — |  |  |  |  |
2022 |  |  |  |  |  |  |  |  |
Fourth quarter | — |  |  | $ | — |  |  | $ | — |  |  | 4,955 |  |  | $ | 2,518 |
Third quarter | — |  |  | $ | — |  |  | — |  |  | 4,955 |  |  | $ | 2,518 |
Second quarter | 1,281 |  |  | $ | 122.54 |  |  | 157 |  |  | 4,955 |  |  | $ | 2,518 |
First quarter | 3,674 |  |  | $ | 129.30 |  |  | 475 |  |  | 3,674 |  |  | $ | 2,675 |
Total common stock repurchases(1) | 4,955 |  |  | $ | 127.56 |  |  | $ | 632 |  |  |  |  |
(1) Includes 0.4 million shares purchased on the open market at a cost of $50 million and 4.6 million shares purchased under our Rule 10b5-1 trading plan at a cost of $582 million. Dividends Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be approved quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives, our financial results and capital requirements, and other considerations which our Board deems relevant, without a predetermined annual net income payout ratio. We declared and paid cash dividends per share during the periods presented as follows:
| Dividends Per Share |  | Amount (in millions)
2024 |  |  |
Fourth quarter | $ | 0.45 |  |  | $ | 259 |
Third quarter | 0.45 |  |  | 261 |
Second quarter | 0.45 |  |  | 261 |
First quarter | 0.45 |  |  | 258 |
Total cash dividends declared and paid | $ | 1.80 |  |  | $ | 1,039 |
2023 |  |  |
Fourth quarter | $ | 0.42 |  |  | $ | 242 |
Third quarter | 0.42 |  |  | 241 |
Second quarter | 0.42 |  |  | 236 |
First quarter | 0.42 |  |  | 236 |
Total cash dividends declared and paid | $ | 1.68 |  |  | $ | 955 |
2022 |  |  |
Fourth quarter | $ | 0.38 |  |  | $ | 214 |
Third quarter | 0.38 |  |  | 213 |
Second quarter | 0.38 |  |  | 213 |
First quarter | 0.38 |  |  | 213 |
Total cash dividends declared and paid | $ | 1.52 |  |  | $ | 853 |
Accumulated Other Comprehensive Income/(Loss) The following tables present changes in the accumulated balances for each component of other comprehensive income/(loss) (in millions):
| Changes in Accumulated Other Comprehensive Income/(Loss) by Component
| Foreign currency translation adjustments |  | Comprehensive income from equity method investment |  | Employee benefit plans adjustments |  | Total
Balance, as of January 1, 2022 | $ | (150) |  |  | $ | 2 |  |  | $ | (48) |  |  | $ | (196) |
Other comprehensive loss | (130) |  |  | — |  |  | (10) |  |  | (140) |
Income tax benefit | 2 |  |  | — |  |  | 3 |  |  | 5 |
Net current period other comprehensive loss | (128) |  |  | — |  |  | (7) |  |  | (135) |
Balance, as of December 31, 2022 | (278) |  |  | 2 |  |  | (55) |  |  | (331) |
Other comprehensive income/(loss) | 49 |  |  | — |  |  | (15) |  |  | 34 |
Income tax benefit/(expense) | (1) |  |  | — |  |  | 4 |  |  | 3 |
Net current period other comprehensive income/(loss) | 48 |  |  | — |  |  | (11) |  |  | 37 |
Balance, as of December 31, 2023 | (230) |  |  | 2 |  |  | (66) |  |  | (294) |
Other comprehensive income/(loss) | (55) |  |  | 9 |  |  | 5 |  |  | (41) |
Income tax expense | — |  |  | (2) |  |  | (1) |  |  | (3) |
Net current period other comprehensive income/(loss) | (55) |  |  | 7 |  |  | 4 |  |  | (44) |
Balance, as of December 31, 2024 | $ | (285) |  |  | $ | 9 |  |  | $ | (62) |  |  | $ | (338) |

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