XML 91 R34.htm IDEA: XBRL DOCUMENT v3.24.0.1
Acquisitions and Divestitures (Tables)
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Acquisitions and Estimated Net Fair Value of the Consideration
CompanyTransaction DatePrimary SegmentDescription
Black Knight, Inc., or Black KnightAcquired on 9/5/2023Mortgage Technology
Black Knight is 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. See below for the Black Knight preliminary purchase price allocation and supplemental pro forma financial information.
Pursuant to the certain 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 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.
Bakkt Holdings, Inc., or BakktDeconsolidated on 10/15/2021ExchangesBakkt is a business with an integrated platform that enables consumers and institutions to transact in digital assets. The Bakkt platform consists of two complementary aspects: a digital asset marketplace and loyalty redemption services.

In 2021, Bakkt completed its merger with VPC Impact Acquisition Holdings, or VIH, a special purpose acquisition company sponsored by Victory Park Capital, or VPC. Following the closing, as a consequence of our inability to meet the power criterion through our variable interest and because of holding a minority voting interest in the combined company, during the fourth quarter of 2021 we deconsolidated Bakkt upon loss of control and prospectively treat it as an equity method investment within our financial statements.
The estimated net fair value of the consideration transferred for Black Knight was approximately $11.4 billion as of the acquisition date, which consisted of the following (in millions):
Transaction Consideration
Cash$10,542 
ICE common stock*1,274 
Converted vested Black Knight awards22 
Total preliminary purchase price
$11,838 
Less: Divestitures$(476)
Total net preliminary purchase price$11,362 
* Fair value of the ICE common stock is based on the ICE closing stock price on September 1, 2023.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The preliminary purchase price allocation is as follows (in millions):
Net Preliminary Purchase Price Allocation
Cash and cash equivalents
$108 
Property and equipment
119 
Goodwill
9,417 
 Identifiable intangibles4,948 
Debt acquired(2,397)
 Other assets and liabilities, net80 
Deferred tax liabilities on identifiable intangibles
(1,266)
Other deferred tax assets353 
Net preliminary purchase price
$11,362 
Schedule of Components of the Preliminary Intangible Assets Associated with the Acquisition
The following table sets forth the components of the preliminary intangible assets associated with the acquisition as of December 31, 2023 (in millions, except years):
Acquisition-Date Preliminary Fair Value
Accumulated AmortizationNet Book ValueWeighted average life (Years)
Developed Technology
$1,129 $(39)$1,090 10
Trademarks/tradenames
159 (3)156 19
Customer Relationships
3,034 (80)2,954 13
Data and Databases579 (19)560 10
In-process Research & Development47 — 47 N/A
Total
$4,948 $(141)$4,807 12
Schedule of Business Acquisition, Pro Forma Information The unaudited pro forma financial information combines the historical results for us and Black Knight for 2023 and 2022 in the following table (in millions).
Year Ended December 31,
 20232022
Total revenues, less transaction-based expenses$8,735 $8,416 
Net income attributable to ICE$2,128 $1,110