ICE 10-K Annual Report Dec. 31, 2017 | Alphaminr

Effective Date August 11, 2021

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INTERCONTINENTAL EXCHANGE, INC.

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PROXIES

DEF 14A	Filed on April 1, 2024
DEF 14A	Filed on March 31, 2023
DEF 14A	Filed on March 25, 2022
DEF 14A	Filed on March 26, 2021
DEF 14A	Filed on March 26, 2020
DEF 14A	Filed on March 28, 2019
DEF 14A	Filed on March 29, 2018
DEF 14A	Filed on March 30, 2017
DEF 14A	Filed on Aug. 29, 2016
DEF 14A	Filed on March 29, 2016
DEF 14A	Filed on March 30, 2015
DEF 14A	Filed on March 31, 2014

TABLE OF CONTENTS

Part I Item 1. Business Item 1(a). Risk Factors Item 1(a)Item 1 (b). Unresolved Staff Comments Item 1 (b)Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7 (a). Quantitative and Qualitative Disclosures About Market Risk Item 7 (a)Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9 (a). Controls and Procedures Item 9 (a)Item 9 (b). Other Information Item 9 (b)Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

2.1 Stock Purchase Agreement, dated as of October 27, 2017 and amended as of December 13, 2017, by and among IntercontinentalExchange International, Inc., TMX Group Limited, TMX Group US Inc. and, solely for the purposes set forth in the preamble thereto, Intercontinental Exchange, Inc.* 2.2 Stock Purchase Agreement, dated as of October 27, 2017 and amended as of December 13, 2017, by and among Intercontinental Exchange, Inc., TMX Group Inc., Shorcan Brokers Limited and, solely for the purposes set forth in the preamble thereto, TMX Group Limited.* 3.1 Fourth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc. effective May 25, 2017 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on May 26, 2017, File No. 001-36198). 3.2 Eighth Amended and Restated Bylaws of Intercontinental Exchange, Inc. effective May 25, 2017 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on May 26, 2017, File No. 001-36198). 4.1 Indenture dated as of October 8, 2013 among Intercontinental Exchange, Inc., as issuer, IntercontinentalExchange Inc. and Baseball Merger Sub, LLC, as guarantors, 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 October 8, 2013, File No. 333-187402). 4.2 First Supplemental Indenture dated as of October 8, 2013 among Intercontinental Exchange, Inc., as issuer,Intercontinental Exchange Holdings, Inc. and Baseball Merger Sub, LLC, as guarantors, 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 October 8, 2013, File No. 333-187402). 4.3 Form of 2.50% Senior Notes due 2018 (included as an exhibit to the First Supplemental Indenture dated as of October 8, 2013) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No. 333-187402). 4.4 Form of 4.00% Senior Notes due 2023 (included as an exhibit to the First Supplemental Indenture dated as of October 8, 2013) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No. 333-187402). 4.5 Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198). 4.6 First Supplemental Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer,NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198). 4.7 Form of 2.75% Senior Notes due 2020 (included as an exhibit to the First Supplemental Indenture dated as of November 24, 2015) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198). 4.8 Form of 3.75% Senior Notes due 2025 (included as an exhibit to the First Supplemental Indenture dated as of November 24, 2015) (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198). 4.9 Second Supplemental Indenture dated as of August 17, 2017 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No. 001-36198). 4.10 Form of 2.350% Senior Notes due 2022 (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No. 001-36198). 4.11 Form of 3.100% Senior Notes due 2027 (included as an exhibit to the Second Supplemental Indenture dated as of August 17, 2017) (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on August 17, 2017, File No. 001-36198). 10.1 Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671). 10.2 Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Charles A. Vice (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671). 10.3 Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and David S. Goone (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange Holdings, Inc.s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671). 10.4 Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Scott A. Hill (incorporated by reference to Exhibit 10.5 to Intercontinental Exchange Holdings, Inc.s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671). 10.5 Employment Agreement dated June 18, 2012 between Intercontinental Exchange Holdings, Inc. and ThomasW. Farley (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.s Annual Report on Form 10-K filed with the SEC on February 6, 2013, File No. 001-32671). 10.6 Employment Agreement dated August 1, 2016 between Intercontinental Exchange Holdings, Inc. and Benjamin Jackson. 10.7 Form of Employment Agreement between Intercontinental Exchange Holdings, Inc. and the other U.S. officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.s Current Report on Form 8-K filed with the SEC on February24, 2012, File No. 001-32671). 10.8 Intercontinental Exchange Holdings, Inc. 2000 Stock Option Plan, as amended effective December31, 2008 (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.s Annual Report on Form 10-K filed with the SEC on February11, 2009, File No. 001-32671). 10.9 Intercontinental Exchange Holdings, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.s Annual Report on Form 10-K filed with the SEC on February11, 2009, File No. 001-32671). 10.10 Intercontinental Exchange Holdings, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.s Quarterly Report on Form 10-Q filed with the SEC on August5, 2009, File No. 001-32671). 10.11 Intercontinental Exchange Holdings, Inc. 2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.s Quarterly Report on Form 10-Q filed with the SEC on August5, 2009, File No.001-32671). 10.12 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). 10.13 Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange Holdings, Inc.s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815). 10.14 Amendment No. 1 to the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.s Quarterly Report on Form 10-Q filed with the SEC on August3, 2017, File No. 001-36198). 10.15 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). 10.17 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. 10.18 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. 10.28 The Fourth Amendment to Credit Agreement, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, and the Third Amendment to Credit Agreement, dated as of November 13, 2015) (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on August 21, 2017, File No. 001-36198). 10.29 The Fifth Amendment to Credit Agreement, dated as of August 18, 2017 among Intercontinental Exchange, Inc. as borrower, NYSE Holdings LLC as guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015, the Second Amendment to Credit Agreement, dated as of November 9, 2015, the Third Amendment to Credit Agreement, dated as of November 13, 2015 and the Fourth Amendment to Credit Agreement, dated as of August 18, 2017) (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.s Current Report on Form 8-K filed with the SEC on August 21, 2017, File No. 001-36198). 12.1 Computation of Ratio of Earnings to Fixed Charges. 21.1 Subsidiaries of Intercontinental Exchange, Inc. 23.1 Consent of Ernst& Young LLP, Independent Registered Public Accounting Firm. 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32.1 Section1350 Certification of Chief Executive Officer. 32.2 Section1350 Certification of Chief Financial Officer.

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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