ice-20240930

美國證券交易委員會

華盛頓特區 20549

表格 10-Q



(Mark One)
☑			根據1934年證券交易所法案第13或15(d)條，提交季度報告

截至季度結束 2024年9月30日


或者
☐			根據第13或15(d)條提交的過渡報告證券交易所法案
			在過渡期從到

委員會文件號 001-36198

洲際交易所股份有限公司。

(根據其章程規定的發行人的確切名稱)


特拉華州			46-2286804
（國家或其他管轄區的公司成立或組織）			（美國國內國稅局僱主（標識號碼）


5660新北側大道, 亞特蘭大, 喬治亞州			30328
，（主要行政辦公地址）			（郵編）

(770) 857-4700

公司電話號碼，包括區號

根據證券法案第12(b)條款登記的證券:


每種類別的證券	交易標誌	名稱爲每個註冊的交易所:
普通股，每股面值$0.01	內燃機	請使用moomoo賬號登錄查看New York Stock Exchange

請用複選標記指示登記者：（1）是否已在過去12個月內（或者登記者被要求提交這類報告的較短時期內）按照《1934年證券交易法》第13或15（d）條的規定提交了所有要求提交的報告；以及（2）是否在過去90天內一直受到這些提交要求的約束。是 ☑ 否 ☐

請在選項前打勾，表示註冊申報人是否已在過去12個月內（或對於申報人需要在該期間內提交這些文件的較短期間）通過電子方式提交了根據該章節規定的Rule 405提交交互式數據文件的所有文件。是 ☑ 不 ☐

請用複選標記表明註冊者是大幅縮減申報速度者、加速退市者、非加速申報速度者、小型報告公司或新興成長型公司。請參閱《交易所法》第120億.2條中對「大幅縮減申報速度者」、「加速退市者」、「小型報告公司」和「新興成長型公司」的定義。

大型加速報告人

☑

加速的歸檔者

☐

未加速的報告人

☐

更小的報告公司

☐

新興成長公司

☐

如果是新興成長型公司，請在複選框中打勾，以確定註冊人是否選擇不使用在1934年證券交易法第13(a)條項下提供的任何新的或修訂的財務會計準準則的延長過渡期。 ☐

用複選標記表明註冊人是否爲空殼公司（定義見《交易法》第12b-2條）。是的 ☐ 沒有 ☑

截至2024年10月28日，該公司的普通股流通股份數量爲 574,176,497股

洲際交易所公司

10-Q表格

2024年9月30日結束的季度




第I部分	基本報表
項目1。	基本報表合併財務報表（未經審計）:
	2024年9月30日和2023年12月31日的合併資產負債表	2
	2024年9月30日和2023年的九個月和三個月合併利潤表	4
	2024年9月30日和2023年的九個月和三個月合併綜合收益表	5
	2024年9月30日和2023年的九個月和三個月合併權益變動表	6
	2024年9月30日及2023年更多的現金流量表	8
	合併財務報表註釋	9
事項二	分銷計劃	33
第3項。	有關市場風險的定量和定性披露	68
事項4。	控制和程序	68

第二部分	其他信息
項目1。	法律訴訟	68
項目1A。	風險因素	68
事項二	未註冊的股票股權銷售和籌款用途	69
第3項。	對優先證券的違約	69
事項4。	礦山安全披露	69
項目5。	其他信息	69
項目6。	展示資料	70
簽名		71

第一部分。基本報表

項目1. 合併財務報表

洲際交易所公司及其子公司

合併資產負債表

（以百萬爲單位，每股數據除外）


	截至		截至 2023年12月31日
	2024年9月30日
	(未經審計)
資產：
流動資產：
現金及現金等價物	$	755	$	899
短期限制現金及現金等價物	1,243		531
短期限制性投資	500		680
現金及現金等價物按金存款和擔保基金	78,774		78,980
投資存款、交割合同應收款和未結算的逐筆按金	1,119		1,814
客戶應收賬款淨額，減少呆賬準備金爲$21 截至2024年9月30日和2023年12月31日	1,565		1,366
預付費用和其他流動資產	739		703
總流動資產	84,695		84,973
資產和設備，淨值	2,029		1,923
其他非流動資產：
商譽	30,598		30,553
其他無形資產，淨額	16,573		17,317
長期受限制的現金及現金等價物	370		340

其他非流動資產	936		978
其他非流動資產合計	48,477		49,188
總資產	$	135,201	$	136,084
負債和權益：
流動負債:
應付賬款及應計費用	$	1,045	$	1,003
應付的第31節費用	76		79
應計工資和福利	353		459
遞延收入	375		200
短期債務	2,619		1,954
按金存款和擔保基金	78,774		78,980
投資存款、應付交割合同和未結清的差額按金	1,119		1,814
其他流動負債	201		137
流動負債合計	84,562		84,626
非流動負債:
長期遞延稅項負債，淨額	3,855		4,080
長期債務	18,581		20,659
應計員工福利	178		193
非流動經營租賃負債	318		299
其他非流動負債	434		441
所有非流動負債	23,366		25,672
負債合計	107,928		110,298
承諾和 contingencies

洲際交易所公司及其子公司

合併資產負債表（續）

（以百萬爲單位，每股數據除外）


	截至		截至 2023年12月31日
	2024年9月30日
	(未經審計)
股東權益：
Intercontinental Exchange, Inc.股東權益：
優先股，$0.00010.01每股面值; 100 無A類普通股，每股面值爲$	$	—	$	—
普通股，每股面值爲 $0.0001；0.01每股面值; 1,500 651和頁面。649 發佈; 和 574和頁面。573 截至2024年9月30日和2023年12月31日的流通股份分別爲	7		6
即期收購庫藏股；截至2022年9月25日，共計157,773股，截至2022年6月26日，共計157,087股。77和頁面。76 分別爲2024年9月30日和2023年12月31日的股份	(6,381)		(6,304)
額外實收資本	16,226		15,953
保留盈餘	17,632		16,356
累計其他綜合損失	(251)		(294)
洲際交易所公司股東權益總額	27,233		25,717
子公司非控制利益	40		69
股東權益總計	27,273		25,786
負債和所有者權益總額	$	135,201	$	136,084

請參閱附註。

洲際交易所公司及其子公司

綜合收益表

（以百萬爲單位，每股數據除外）

(未經審計)


	截至9月30日的九個月				截至9月30日的三個月
	2024		2023		2024		2023
營收：
交易所	$	5,498	$	4,754	$	1,938	$	1,540
固定收入和數據服務	1,719		1,668		586		559
抵押貸款科技	1,514		815		509		330
總收入	8,731		7,237		3,033		2,429
基於交易的費用:
第31節費用	437		231		232		56
現金流動性支付，路由和清算	1,338		1,219		452		370
總收入，減去基於交易的費用	6,956		5,787		2,349		2,003
營業費用：
薪酬和福利	1,422		1,103		487		400
專業服務	114		88		40		31
收購相關的交易和整合成本	88		201		37		155
科技和通訊	631		529		212		184
租金和佔用費用	89		65		30		20
銷售、一般及行政費用	232		196		54		59
折舊和攤銷	1,148		836		386		309
營業費用總計	3,724		3,018		1,246		1,158
營業利潤	3,232		2,769		1,103		845
其他收入/（費用）：
利息收入	105		287		39		94
利息支出	(697)		(557)		(223)		(206)
其他收入/（費用），淨額	83		(121)		(21)		(51)
其他收入/（費用）總計，淨額	(509)		(391)		(205)		(163)
稅前收入	2,723		2,378		898		682
所得稅費用	630		330		227		123
淨收入	$	2,093	$	2,048	$	671	$	559
歸屬於非控制股權的淨利潤	(37)		(53)		(14)		(18)
淨利潤歸屬於洲際交易所有限公司。	$	2,056	$	1,995	$	657	$	541
每股收益歸屬於洲際交易所普通股股東：
基本	$	3.59	$	3.56	$	1.15	$	0.96
稀釋的	$	3.57	$	3.55	$	1.14	$	0.96
加權平均流通股數:
基本	573		561		574		563
稀釋的	576		562		577		565

請參閱附註。

洲際交易所公司及其附屬公司

綜合損益表

（以百萬美元計）

(未經查核)


	截至9月30日的九個月				截至9月30日的三個月
	2024		2023		2024		2023
凈利潤	$	2,093	$	2,048	$	671	$	559
其他綜合收益/(損失)：
外匯轉換調整	36		—		58		(47)
權益法投資的變動	7		—		—		—

其他綜合收益/(虧損)	43		—		58		(47)
綜合收益	$	2,136	$	2,048	$	729	$	512
非控制權益應歸屬的綜合損益	(37)		(53)		(14)		(18)
屬於洲際交易所的全面收益	$	2,099	$	1,995	$	715	$	494

請參閱附註。

洲際交易所公司及其附屬公司

合併資產權益變動表

（以百萬美元計）

(未經查核)


	Intercontinental Exchange, Inc. Stockholders’ Equity												非符合定性標準的控制 Interest in 合併附屬機構		總計股權
	Common 股票			庫藏股			額外的實收資本資本		保留收益累積盈餘		累計其他綜合虧損
	股份	價值		股份	價值
截至2023年12月31日的賬戶餘額	649	$	6	(76)	$	(6,304)	$	15,953	$	16,356	$	(294)	$	69	$	25,786
其他綜合收益	—	—		—	—		—		—		43		—		43
行使普通股期權	1	—		—	—		33		—		—		—		33

與庫藏股有關的支付	—	—		(1)	(77)		—		—		—		—		(77)
股份報酬	—	—		—	—		186		—		—		—		186
員工股票購買計劃下的發行	—	—		—	—		54		—		—		—		54

限制股票發行	1	1		—	—		—		—		—		—		1
利潤派發	—	—		—	—		—		—		—		(66)		(66)
分紅派息給股東	—	—		—	—		—		(780)		—		—		(780)
歸屬於非控股權益的凈利潤	—	—		—	—		—		(37)		—		37		—
凈利潤	—	—		—	—		—		2,093		—		—		2,093
截至2024年9月30日的結餘	651	$	7	(77)	$	(6,381)	$	16,226	$	17,632	$	(251)	$	40	$	27,273


	洲際交易所股東權益												非符合定性標準的控制對利益的投資合併附屬機構		總計股權
	Common 股票			庫藏股			額外的實收資本資本		保留收益累積盈餘		累計其他綜合虧損
	股份	價值		股份	價值
截至2024年6月30日的結餘	650	$	7	(77)	$	(6,377)	$	16,130	$	17,236	$	(309)	$	57	$	26,744
其他綜合收益	—	—		—	—		—		—		58		—		58
行使普通股期權	1	—		—	—		6		—		—		—		6

與庫藏股有關的付款	—	—		—	(4)		—		—		—		—		(4)
股份報酬	—	—		—	—		61		—		—		—		61
員工股票購買計劃下的發行	—	—		—	—		29		—		—		—		29


利潤派送	—	—		—	—		—		—		—		(31)		(31)
分紅派息給股東	—	—		—	—		—		(261)		—		—		(261)
歸屬於非控股權益的凈利潤	—	—		—	—		—		(14)		—		14		—
凈利潤	—	—		—	—		—		671		—		—		671
截至2024年9月30日的結餘	651	$	7	(77)	$	(6,381)	$	16,226	$	17,632	$	(251)	$	40	$	27,273

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity (Continued)

(In millions)

(Unaudited)


	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
	Shares	Value		Shares	Value
Balance, as of December 31, 2022	634	$	6	(75)	$	(6,225)	$	14,313	$	14,943	$	(331)	$	55	$	22,761

Stock consideration issued for acquisition	11	—		—	—		1,256		—		—		—		1,256
Exercise of common stock options	—	—		—	—		27		—		—		—		27

Payments relating to treasury shares	—	—		(1)	(53)		—		—		—		—		(53)
Stock-based compensation	—	—		—	—		198		—		—		—		198
Issuance under the employee stock purchase plan	1	—		—	—		43		—		—		—		43
Contribution from equity partners	—	—		—	—		—		—		—		9		9
Issuance of restricted stock	2	—		—	—		—		—		—		—		—
Distributions of profits	—	—		—	—		—		—		—		(64)		(64)
Dividends paid to stockholders	—	—		—	—		—		(713)		—		—		(713)
Net income attributable to non-controlling interest	—	—		—	—		—		(53)		—		53		—
Net income	—	—		—	—		—		2,048		—		—		2,048
Balance, as of September 30, 2023	648	$	6	(76)	$	(6,278)	$	15,837	$	16,225	$	(331)	$	53	$	25,512


	Intercontinental Exchange, Inc. Stockholders’ Equity												Non- Controlling Interest in Consolidated Subsidiaries		Total Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
	Shares	Value		Shares	Value
Balance, as of June 30, 2023	636	$	6	(76)	$	(6,276)	$	14,449	$	15,925	$	(284)	$	69	$	23,889
Other comprehensive loss	—	—		—	—		—		—		(47)		—		(47)
Stock consideration issued for acquisition	11	—		—	—		1,256		—		—		—		1,256
Exercise of common stock options	—	—		—	—		3		—		—		—		3

Payments relating to treasury shares	—	—		—	(2)		—		—		—		—		(2)
Stock-based compensation	—	—		—	—		104		—		—		—		104
Issuance under the employee stock purchase plan	1	—		—	—		25		—		—		—		25


Distributions of profits	—	—		—	—		—		—		—		(34)		(34)
Dividends paid to stockholders	—	—		—	—		—		(241)		—		—		(241)
Net income attributable to non-controlling interest	—	—		—	—		—		(18)		—		18		—
Net income	—	—		—	—		—		559		—		—		559
Balance, as of September 30, 2023	648	$	6	(76)	$	(6,278)	$	15,837	$	16,225	$	(331)	$	53	$	25,512

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Operating activities:
Net income	$	2,093	$	2,048
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,148		836
Stock-based compensation	171		164
Deferred taxes	(199)		(247)

Loss on investments	1		8
Net losses from unconsolidated investees	63		91
Other	48		54
Changes in assets and liabilities:
Customer accounts receivable	(210)		(112)
Other current and non-current assets	(84)		(35)
Section 31 fees payable	(4)		(205)
Deferred revenue	167		127
Other current and non-current liabilities	(91)		(156)
Total adjustments	1,010		525
Net cash provided by operating activities	3,103		2,573
Investing activities:
Capital expenditures	(212)		(104)
Capitalized software development costs	(264)		(222)
Purchases of invested margin deposits	(858)		(1,360)
Proceeds from sales of invested margin deposits	1,088		3,396
Cash paid for acquisitions, net of cash acquired	(8)		(10,247)
Proceeds from sale of Promissory Note	75		—
(Purchases of)/proceeds from sale of equity and equity method investments	(24)		90
Purchases of restricted investments	(654)		(956)
Proceeds from sales of restricted investments	856		—

Net cash used in investing activities	(1)		(9,403)
Financing activities:
Proceeds from debt issuances	739		2,400
Repayments of debt	(1,600)		(1,886)
(Redemption of)/proceeds from commercial paper, net	(583)		2,257
Capital contributions from non-controlling interests	—		9

Dividends paid to stockholders	(780)		(713)
Change in cash and cash equivalent margin deposits and guaranty funds liability	(436)		(64,729)
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(77)		(53)
Other	20		4
Net cash used in financing activities	(2,717)		(62,711)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	7		(7)
Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	392		(69,548)
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period	80,750		150,343
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period	$	81,142	$	80,795

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Supplemental cash flow disclosure:
Cash paid for income taxes	$	776	$	658
Cash paid for interest	$	659	$	524

Reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the consolidated balance sheets:	As of September 30, 2024		As of September 30, 2023
Cash and cash equivalents	$	755	$	837
Short-term restricted cash and cash equivalents	1,243		471
Long-term restricted cash and cash equivalents	370		190
Cash and cash equivalent margin deposits and guaranty funds	78,774		79,297
Total	$	81,142	$	80,795

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1.Description of Business

Nature of Business and Organization

Intercontinental Exchange, Inc. is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Our business is conducted through three reportable business segments:

•Exchanges: We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial securities as well as data and connectivity services related to our exchanges and clearing houses.

•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery technology.

•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle from application through closing, servicing and the secondary market.

We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2023. The unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature.

Preparing financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts that are reported in our consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates. The results of operations for the nine and three months ended September 30, 2024 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests.

We have considered the impacts of macroeconomic conditions during the quarter, including interest rates, inflation rates, election uncertainty and outcomes, geopolitical events and military conflicts, including repercussions from the conflicts in Ukraine and the Middle East and the impacts that any of the foregoing may have on the global economy and on our business. As of September 30, 2024, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the current macroeconomic environment and the impact that it may have on the global economy and on our business.

Recently Adopted Accounting Pronouncements

During the nine months ended September 30, 2024, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023, or the 2023 Form 10-K.

3. Acquisitions and Divestitures

Black Knight, Inc.

On September 5, 2023, we acquired 100% of the equity interests in Black Knight, Inc., or Black Knight, for aggregate transaction consideration of approximately $11.8 billion. The aggregate cash component of the transaction consideration was $10.5 billion. We issued 10.9 million shares of ICE common stock to Black Knight stockholders, which was based on the market price of our common stock and the average of the volume weighted averages of the trading prices of our common stock on each of the ten consecutive trading days ending three trading days prior to the closing of the merger. We expect that this transaction will build on our position as a provider of end-to-end electronic workflow solutions for the rapidly evolving U.S. residential mortgage industry. We believe the Black Knight ecosystem adds value for clients of all sizes across the mortgage and real estate lifecycles by helping organizations lower costs, increase efficiencies, grow their businesses, and reduce risk.

On September 14, 2023, or the Divestiture Date, in connection with the merger agreement, we sold Black Knight's Optimal Blue and Empower loan origination system, or LOS, businesses, or the Divestitures, to subsidiaries of Constellation Software, Inc. The cash proceeds from the Divestitures were $241 million. The structure of the Optimal Blue transaction also included a promissory note with a face value of $500 million, or the Promissory Note, issued by the purchaser to Black Knight, as a subsidiary of ICE, at the closing of the transaction. The Promissory Note had a 40-year term with a maturity date of September 5, 2063, and a coupon interest rate of 7.0% per year. The Promissory Note was valued at $235 million on the Divestiture Date. In accordance with Accounting Standards Codification, or ASC, 805, Business Combinations, or ASC 805, as well as ASC 360, Impairment and Disposal of Long-Lived Assets, we are required to measure an acquired long-lived asset or disposal group that is classified as held for sale at the acquisition date at fair value less cost to sell. Accordingly, there was no gain or loss recognized on the Divestitures.

For the period between the acquisition date of September 5, 2023 through the Divestiture Date, the discontinued operations of Empower and Optimal Blue were immaterial.

Pursuant to the Agreement Containing Consent Orders entered into between the Federal Trade Commission, or the FTC, and ICE and Black Knight, the Promissory Note was required to be sold within six months of the Divestiture Date. We elected the fair value option for the right to receive the net proceeds of the sale of the Promissory Note. As of December 31, 2023, we wrote down the value of the Promissory Note to $75 million based on Level 3 inputs (Note 14), resulting in a fair value loss of $160 million. In February 2024, the FTC approved the buyer of the Promissory Note, and we completed the sale of the Promissory Note and received the $75 million of proceeds thereafter.

The 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 awards	22
Total purchase price	$	11,838
Less: Divestitures	(476)
Total net purchase price	$	11,362

*Fair value of the ICE common stock was based on the ICE closing stock price on September 1, 2023, the last business day prior to the acquisition close.

The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition. The excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill, of which $186 million is expected to be deductible for tax purposes. Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets, and is assigned to our Mortgage Technology business segment. The net purchase price allocation is as follows (in millions):


	Net Purchase Price Allocation
Cash and cash equivalents	$	108
Property and equipment	120
Goodwill	9,441
Identifiable intangibles	4,948
Debt acquired	(2,397)
Other assets and liabilities, net	25
Deferred tax liabilities on identifiable intangibles	(1,270)
Other deferred tax assets	387
Net purchase price	$	11,362

In performing the net purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Black Knight business. For the identified intangible assets, the fair values have been determined using the income and cost approaches and are partially based on inputs that are unobservable including forecasted future cash flows, revenue and margin growth rates, customer attrition rates and discount rates that require judgement.

The following table sets forth the components of the intangible assets associated with the acquisition as of September 30, 2024 (in millions, except years):


	Acquisition-Date Fair Value		Weighted average life (Years)
Developed Technology	$	1,176	10
Trademarks/Tradenames	159		19
Customer Relationships	3,034		13
Data and Databases	579		10
Total	$	4,948	12

Black Knight revenues of $800 million and $264 million and operating expenses of $850 million and $287 million were recorded in our consolidated statement of income for the nine and three months ended September 30, 2024, respectively. Black Knight revenues are included in our mortgage technology revenues.

The financial information in the table below combines the historical results for us and Black Knight for the nine and three months ended September 30, 2023, on a pro forma basis, as though the companies had been combined as of the beginning of the prior periods presented (in millions). The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented. Such unaudited pro forma financial information is based on the historical financial statements of ICE and Black Knight. This unaudited pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such unaudited pro forma information, including, without limitation, purchase accounting adjustments, interest expense on debt incurred to finance the purchase price, acquisition-related transaction costs, the removal of historical Black Knight intangible asset amortization and the addition of intangible asset amortization related to this acquisition. The unaudited pro forma financial information does not reflect any synergies or operating cost reductions that have been and may be achieved from the combined operations.


	Nine Months Ended September 30, 2023		Three Months Ended September 30, 2023
Total revenues, less transaction-based expenses	$	6,534	$	2,190
Net income attributable to ICE	$	1,755	$	474

Transaction-based expenses included within revenues, less transaction-based expenses in the table above were not impacted by pro forma adjustments and agree to the amounts presented historically in our consolidated statements of income as they relate solely to ICE and not to Black Knight.

4. Investments

Equity Method Investments

Our equity method investments include the Options Clearing Corporation, or OCC, and Bakkt Holdings, Inc. and Bakkt Opco Holdings, LLC, or collectively, Bakkt, among others. Our equity method investments are included in other non-current assets in our consolidated balance sheets. We initially record our equity method investments at cost. At the end of each reporting period, we record our share of profits or losses of our equity method investments as equity earnings included in other income and adjust the carrying value of our equity method investments accordingly. In addition, if and when our equity method investments issue cash dividends to us, we deduct the amount of these dividends from the carrying amount of that investment. We assess the carrying value periodically if impairment indicators are present.

We recognized $63 million and $91 million as our share of estimated losses, net, from our equity method investments during the nine months ended September 30, 2024 and 2023, respectively, and $18 million and $26 million as our share of estimated losses, net, from our equity method investments during the three months ended September 30, 2024 and 2023, respectively. The estimated losses are primarily related to our investment in Bakkt, partially offset by our share of OCC profits. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.

When performing our assessment of the carrying value of our investments, we consider, among other things, the length of time and the extent to which the market value has been less than our cost basis, if applicable, the investee's financial condition and near-term prospects, the economic or technological environment in which our investees operate, weakening of the general market condition of the related industry, whether an investee can continue as a going concern, any impairment charges recorded by an investee on goodwill, intangible or long-lived assets, and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

OCC

We own a 40% interest in OCC through a direct investment by the New York Stock Exchange, or NYSE. OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. OCC serves as a clearing house for securities options, securities futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges.

Bakkt

As of September 30, 2024 and December 31, 2023, we held an approximate 55% and 64% economic interest in Bakkt, respectively. As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with Victory Park Capital Impact Acquisition Holdings, or VIH, we hold a minority voting interest in Bakkt and treat it as an equity method investment. The decrease in ownership during the nine months ended September 30, 2024 is related to Bakkt's offering of shares of its Class A common stock and warrants to purchase shares of its Class A common stock, which diluted our ownership. As part of the offering, on February 29, 2024, we entered into a securities purchase agreement to purchase shares of Bakkt's Class A common stock and warrants to purchase additional shares of Bakkt's Class A common stock for a total of $10 million.

As of September 30, 2024, we do not have any value assigned to the equity method investment carrying value for Bakkt primarily due to our continued recording of our share of losses. As Bakkt is a public company with a readily available market price, the fair value of our investment was $71 million as of September 30, 2024, which was based on the quoted market price of Bakkt Class A common stock as of September 30, 2024.

On August 12, 2024, we entered into a revolving credit agreement with Bakkt pursuant to which we have agreed to provide Bakkt with a $40 million secured revolving line of credit that matures on December 31, 2026. The $40 million is available in defined commitment amounts for specified time periods in the future. No amounts are permitted to be borrowed without our consent prior to December 31, 2024, after which date the amount Bakkt may borrow increases over time until Bakkt may borrow up to $40 million on or after September 30, 2025. As an equity method investee, Bakkt is a related party of ICE. There were no amounts outstanding under the revolving credit agreement as of September 30, 2024.

5. Revenue Recognition

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our consolidated balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that

were satisfied in prior periods. Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers.

Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues. See Note 7 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration. In addition, we have elected the practical expedient of excluding sales taxes from transaction prices.

Refer to Notes 2 and 5 to the consolidated financial statements included in Part II, Item 8 of our 2023 Form 10-K where we describe our revenue recognition accounting policies and our primary revenue contract classifications in detail.

Disaggregation of Revenues

The following table depicts the disaggregation of our revenues according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 15:


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Nine Months Ended September 30, 2024:
Total revenues (1)	$	5,498	$	1,719	$	1,514	$	8,731
Transaction-based expenses	1,775		—		—		1,775
Total revenues, less transaction-based expenses	$	3,723	$	1,719	$	1,514	$	6,956

Timing of Revenue Recognition
Services transferred at a point in time	$	2,261	$	326	$	338	$	2,925
Services transferred over time	1,462		1,393		1,176		4,031
Total revenues, less transaction-based expenses	$	3,723	$	1,719	$	1,514	$	6,956
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $74 million and $105 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended September 30, 2024:
Total revenues (1)	$	1,938	$	586	$	509	$	3,033
Transaction-based expenses	684		—		—		684
Total revenues, less transaction-based expenses	$	1,254	$	586	$	509	$	2,349

Timing of Revenue Recognition
Services transferred at a point in time	$	762	$	114	$	118	$	994
Services transferred over time	492		472		391		1,355
Total revenues, less transaction-based expenses	$	1,254	$	586	$	509	$	2,349
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $27 million and $33 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Nine Months Ended September 30, 2023:
Total revenues (1)	$	4,754	$	1,668	$	815	$	7,237
Transaction-based expenses	1,450		—		—		1,450
Total revenues, less transaction-based expenses	$	3,304	$	1,668	$	815	$	5,787

Timing of Revenue Recognition
Services transferred at a point in time	$	1,902	$	343	$	240	$	2,485
Services transferred over time	1,402		1,325		575		3,302
Total revenues, less transaction-based expenses	$	3,304	$	1,668	$	815	$	5,787
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $64 million and $118 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Three Months Ended September 30, 2023:
Total revenues (1)	$	1,540	$	559	$	330	$	2,429
Transaction-based expenses	426		—		—		426
Total revenues, less transaction-based expenses	$	1,114	$	559	$	330	$	2,003

Timing of Revenue Recognition
Services transferred at a point in time	$	639	$	114	$	92	$	845
Services transferred over time	475		445		238		1,158
Total revenues, less transaction-based expenses	$	1,114	$	559	$	330	$	2,003
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $20 million and $40 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues. Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

The Exchanges segment revenues transferred over time in the tables above include services related to listings, risk management of open interest performance obligations and regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues transferred over time in the tables above include services related to risk management of open interest performance obligations, primarily in our CDS business.

The Mortgage Technology segment revenues transferred over time in the tables above primarily relate to our origination and servicing technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied and, to a lesser extent, professional services revenues and revenues from certain of our data and analytics offerings.

The components of services transferred over time for each of our segments are as follows:


	Nine Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023
Exchanges Segment:
Data services revenues	$	717	$	699	$	242	$	236
Services transferred over time related to risk management of open interest performance obligations	281		229		94		78
Services transferred over time related to listings	366		376		122		124
Services transferred over time related to regulatory fees, trading permits, and software licenses	98		98		34		37
Total	$	1,462	$	1,402	$	492	$	475

Fixed Income Data Services Segment:
Data services revenues	$	1,367	$	1,300	$	461	$	436
Services transferred over time related to risk management of open interest performance obligations in our CDS business	26		25		11		9
Total	$	1,393	$	1,325	$	472	$	445

Mortgage Technology Segment:
Recurring revenues	$	1,164	$	564	$	387	$	235
Other	12		11		4		3
Total	$	1,176	$	575	$	391	$	238

Total consolidated revenues transferred over time	$	4,031	$	3,302	$	1,355	$	1,158

Transaction Price Allocated to Future Performance Obligations

Our disclosure of transaction price allocated to future performance obligations excludes the following:

•Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable consideration allocation criteria;

•Performance obligations that are part of a contract with an original expected duration of one year or less; and

•Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.

As of September 30, 2024, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $3.7 billion and was primarily related to contracts with customers in the Mortgage Technology segment. We expect this amount to be recognized as revenue as follows: 10% by December 31, 2024, 69% by December 31, 2026, 93% by December 31, 2028 and the rest thereafter.

Contract Assets

A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our customers, but invoicing is contingent on our completion of other performance obligations or contractual milestones. Substantially all of our contract assets are related to contracts with customers in our Mortgage Technology segment. As of September 30, 2024 and December 31, 2023, the balance of our contract assets was $86 million and $80 million, respectively.

6. Goodwill and Other Intangible Assets

The following is a summary of the activity in our goodwill balance by segment for the nine months ended September 30, 2024 (in millions):


	Exchanges Segment		Fixed Income and Data Services Segment		Mortgage Technology Segment		Total Consolidated
Goodwill balance at December 31, 2023	$	8,155	$	4,854	$	17,544	$	30,553
Acquisition	—		—		4		4

Foreign currency translation	15		2		—		17
Other activity, net	—		—		24		24
Goodwill balance at September 30, 2024	$	8,170	$	4,856	$	17,572	$	30,598

The following is a summary of the activity in our other intangible assets balance for the nine months ended September 30, 2024 (in millions):


Other intangible assets balance at December 31, 2023	$	17,317
Acquisition	3
Foreign currency translation	12
Amortization of other intangible assets	(759)

Other intangible assets balance at September 30, 2024	$	16,573

Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar. The changes in other activity, net, in the table above primarily relate to adjustments to the fair value of the net tangible assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

During the nine months ended September 30, 2024, we considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included continued global inflation concerns and changing interest rates, including their effect on our forecasts, among other things. As such, we performed this assessment to determine whether it was more-likely-than-not that goodwill and indefinite lived intangibles within each of our reporting units were impaired. Additionally, we evaluated whether the carrying value of the finite lived intangible assets within our reporting units may not be recoverable. After evaluating events, circumstances and factors which could affect the significant inputs used in our evaluation of cash flows and related fair value, we determined it was not more-likely-than-not that an impairment existed in our goodwill and indefinite lived intangible assets. With the exception of a $3 million impairment of developed technology within our Exchanges Segment that we recorded in the first quarter of 2024, we determined it was not more-likely-than not that the carrying amount of our finite lived intangible assets was not recoverable. We plan to perform our annual impairment testing in the fourth quarter of 2024. The $3 million impairment is included in depreciation and amortization expense within the consolidated statement of income for the nine months ended September 30, 2024.

7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $475 million as of September 30, 2024, including $375 million in current deferred revenue and $100 million in other non-current liabilities in our consolidated balance sheets. The changes in our deferred revenue during the nine months ended September 30, 2024 are as follows (in millions):


	Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at January 1, 2024	$	108	$	93	$	106	$	307
Additions	487		335		106		928
Amortization	(366)		(270)		(124)		(760)
Deferred revenue balance at September 30, 2024	$	229	$	158	$	88	$	475

The changes in our deferred revenue during the nine months ended September 30, 2023 are as follows (in millions):


	Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at January 1, 2023	$	115	$	88	$	51	$	254
Additions (1)	485		311		144		940
Amortization	(376)		(281)		(88)		(745)
Deferred revenue balance at September 30, 2023	$	224	$	118	$	107	$	449

(1) Additions in our Mortgage Technology segment in the table above include $68 million of deferred revenue acquired on the date of the Black Knight acquisition (Note 3) and $28 million of Black Knight related deferred revenue added in the period after the date of the Black Knight acquisition through September 30, 2023.

Included in the amortization recognized during the nine and three months ended September 30, 2024 is $169 million and $39 million, respectively, related to the deferred revenue balance as of January 1, 2024. Included in the amortization recognized for the nine and three months ended September 30, 2023 is $127 million and $24 million, respectively, related to the deferred revenue balance as of January 1, 2023. As of September 30, 2024, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 5.

8. Debt

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


	As of September 30, 2024		As of December 31, 2023
Short-term debt:
Commercial Paper	$	1,371	$	1,954

2025 Senior Notes (3.65%; unsecured due May 23, 2025)	1,248		—
Total short-term debt	2,619		1,954
Long-term debt:
2025 Term Loan due August 31, 2025	—		1,600
2025 Senior Notes (3.65%; unsecured due May 23, 2025)	—		1,246
2025 Senior Notes (3.75%; unsecured due December 1, 2025)	1,249		1,248
2027 Senior Notes (4.00%; unsecured due September 15, 2027)	1,491		1,489
2027 Senior Notes (3.10%; unsecured due September 15, 2027)	498		498
2028 Senior Notes (3.625%; unsecured due September 1, 2028)	933		920
2028 Senior Notes (3.75%; unsecured due September 21, 2028)	596		596
2029 Senior Notes (4.35%; unsecured due June 15, 2029)	1,243		1,241
2030 Senior Notes (2.10%; unsecured due June 15, 2030)	1,239		1,238
2031 Senior Notes (5.25%; unsecured due June 15, 2031)	743		—
2032 Senior Notes (1.85%; unsecured due September 15, 2032)	1,487		1,486
2033 Senior Notes (4.60%; unsecured due March 15, 2033)	1,490		1,489
2040 Senior Notes (2.65%; unsecured due September 15, 2040)	1,233		1,232
2048 Senior Notes (4.25%; unsecured due September 21, 2048)	1,233		1,232
2050 Senior Notes (3.00%; unsecured due June 15, 2050)	1,223		1,222
2052 Senior Notes (4.95%; unsecured due June 15, 2052)	1,466		1,466
2060 Senior Notes (3.00%; unsecured due September 15, 2060)	1,472		1,472
2062 Senior Notes (5.20%; unsecured due June 15, 2062)	985		984
Total long-term debt	18,581		20,659
Total debt	$	21,200	$	22,613

As of September 30, 2024, our senior notes of $19.8 billion had a weighted average maturity of 14 years and a weighted average cost of 3.7% per annum.

Credit Facilities

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 relating to the Credit Facility 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 September 30, 2024.

As of September 30, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.4 billion 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 $2.4 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 previously had a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan, with a maturity date of August 31, 2025. 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. During the second quarter of 2024, we fully repaid our outstanding obligations under the Term Loan and debt issuance costs incurred in relation to the Term Loan were fully amortized at the time of repayment.

Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of September 30, 2024, there were no amounts outstanding under these credit lines.

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. During the nine months ended September 30, 2024, we had net repayments of $583 million under the Commercial Paper Program.

Commercial paper notes of $1.4 billion with original maturities ranging from 1 to 28 days were outstanding as of September 30, 2024, with a weighted average interest rate of 5.2% per annum, and a weighted average remaining maturity of 19 days.

New Senior Notes

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 September 30, 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.

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.

The approximately $998 million aggregate principal amount of the ICE Original Exchange Notes and the ICE Registered Exchange Notes and the remaining approximately $2 million aggregate principal amount of outstanding Black Knight Notes are referred to together as the “2028 Senior Notes (3.625%; unsecured due September 1, 2028)”, which, in the chart above, includes the unamortized fair value adjustment recorded at the time of acquisition.

9. Share-Based Compensation

We currently have employee and non-employee director incentive plans from which we grant stock options, restricted shares, and restricted stock units with various service, performance, and/or market conditions. We also have an employee stock purchase plan available to our employees. Stock options and restricted stock are granted at the discretion of the Compensation Committee of our Board of Directors, or Board, based on the estimated fair value on the date of grant. The fair value of the stock options and restricted stock on the date of grant is recognized as expense over the vesting period, net of estimated forfeitures. The non-cash compensation expenses recognized in our consolidated statements of income for stock options, restricted stock and under our employee stock purchase plan, net of amounts classified as capitalized software, were $171 million and $164 million for the nine months ended September 30, 2024 and 2023, respectively, and $57 million and $79 million during the three months ended September 30, 2024 and 2023, respectively. For the nine and three months ended September 30, 2024, $14 million and $4 million, respectively, of the total non-cash compensation expense was recorded within acquisition-related transaction and integration costs in the consolidated statement of income.

Stock Options

We use the Black-Scholes option pricing model to value our stock option awards. During the nine months ended September 30, 2024 and 2023, we used the assumptions in the table below to compute the value:


	Nine Months Ended September 30,
Assumptions:	2024	2023
Risk-free interest rate	4.14%	3.47%
Expected life in years	6.0	6.1
Expected volatility	24%	24%
Expected dividend yield	1.33%	1.56%
Estimated weighted-average fair value of options granted per share	$37.56	$27.39

The risk-free interest rate is based on the zero-coupon U.S. Treasury yield curve in effect at the date of grant. The expected life is derived from historical and anticipated future exercise patterns. Expected volatility is based on historical volatility data of our stock.

Restricted Stock

Restricted shares are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return. We issue awards that may contain a combination of time, performance and/or market conditions. The grant date fair value of each award is based on the closing stock price of our stock at the date of grant. The grant date fair value of time-based restricted stock is recognized as expense ratably over the vesting period, which is typically three or four years, net of forfeitures.

In February 2024, we reserved a maximum of 0.7 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees. The number of shares ultimately granted under this award will be based on our actual financial performance as compared to financial performance targets set by our Board and the Compensation Committee for the year ending December 31, 2024. The maximum compensation expense to be recognized under these performance-based restricted shares is $95 million, net of estimated forfeitures, if the maximum financial performance target is met and all 0.7 million shares vest. The compensation expense to be recognized under these performance-based restricted shares will be $48 million, net of estimated forfeitures, if the target financial performance is met, which would result in 0.4 million shares vesting. For these awards with performance conditions, we recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable 2024 actual financial performance as compared to the 2024 financial performance targets. As of September 30, 2024, our best estimate is that the financial performance level will be above target for 2024. Based on this assessment, we recorded non-cash compensation expense of $22 million and $8 million for the nine and three months ended September 30, 2024, respectively, related to these awards and the remaining $37 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including $9 million which will be recorded over the remainder of 2024.

We also issue awards with a market condition but no performance condition. The fair value of these awards is estimated based on a simulation of various outcomes and includes inputs such as our stock price on the grant date and the valuation of historical awards with market conditions.

10. Equity

Stock Repurchase Program

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 on January 1, 2022. The approval of our Board for the 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. We fund repurchases from our operating cash flow or borrowings under our debt facilities or our Commercial Paper Program. 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 connection with our acquisition of Black Knight, on May 4, 2022 we terminated our Rule 10b5-1 trading plan and suspended share repurchases. Therefore, we did not have any share repurchases during the nine and three months ended September 30, 2024 or 2023. As of September 30, 2024, the remaining balance of Board approved funds for future repurchases was $2.5 billion.

We may begin or discontinue stock repurchases at any time and may enter into, amend or terminate a Rule 10b5-1 trading plan at any time or enter into additional plans, subject to applicable rules.

Dividends

During the nine months ended September 30, 2024 and 2023, we declared and paid cash dividends per share of $1.35 and $1.26, respectively, for an aggregate payout of $780 million and $713 million, respectively. During the three months ended September 30, 2024 and 2023, we declared and paid cash dividends per share of $0.45 and $0.42, respectively, for an aggregate payout of $261 million and $241 million, respectively. 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.

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 December 31, 2023	$	(230)	$	2	$	(66)	$	(294)
Other comprehensive income	36		9		—		45
Income tax expense	—		(2)		—		(2)
Net current period other comprehensive income	36		7		—		43
Balance, as of September 30, 2024	$	(194)	$	9	$	(66)	$	(251)

	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 June 30, 2024	$	(252)	$	9	$	(66)	$	(309)
Other comprehensive income	58		—		—		58
Income tax expense	—		—		—		—
Net current period other comprehensive income	58		—		—		58
Balance, as of September 30, 2024	$	(194)	$	9	$	(66)	$	(251)


	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 December 31, 2022	$	(278)	$	2	$	(55)	$	(331)
Other comprehensive income/(loss)	—		—		—		—
Income tax benefit/(expense)	—		—		—		—
Net current period other comprehensive income/(loss)	—		—		—		—
Balance, as of September 30, 2023	$	(278)	$	2	$	(55)	$	(331)

	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 June 30, 2023	$	(231)	$	2	$	(55)	$	(284)
Other comprehensive loss	(47)		—		—		(47)
Income tax benefit/(expense)	—		—		—		—
Net current period other comprehensive loss	(47)		—		—		(47)
Balance, as of September 30, 2023	$	(278)	$	2	$	(55)	$	(331)

11. Income Taxes

Our effective tax rate was 23% and 14% during the nine months ended September 30, 2024 and 2023, respectively, and 25% and 18% during the three months ended September 30, 2024 and 2023, respectively. The effective tax rates for the nine and three months ended September 30, 2024 were higher than the effective tax rates for the comparable periods in 2023 primarily due to tax benefits resulting from favorable audit settlements and state apportionment changes in the prior periods and the U.K. corporate income tax rate increase to 25% effective for the full year in 2024.

The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The EU member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which includes provisions to implement certain portions of the Pillar Two minimum tax rules and includes an election to apply a transitional safe harbor to extend certain effective dates to accounting periods ending on or before June 30, 2028. These new U.K. Pillar Two rules did not have a material impact on our income tax provision as of September 30, 2024.

12. Clearing Operations

We operate six clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing members or participants, or Members. Through this central counterparty function, the clearing houses provide financial security for each transaction for the duration of the position by limiting counterparty credit risk.

Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases to third-party execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses":

Clearing House

Products Cleared

Exchange where Executed

Location

ICE Clear Europe

Energy, agricultural, interest rates and equity index futures and options contracts

ICE Futures Europe, ICE Futures U.S., ICE Endex, and ICE Futures Abu Dhabi

U.K.

ICE Clear U.S.

Agricultural, metals, foreign exchange, or FX, interest rate and equity index futures and/or options contracts

ICE Futures U.S.

U.S.

ICE Clear Credit

OTC North American, European, Asian-Pacific and Emerging Market CDS instruments

Creditex and third-party venues

U.S.

ICE Clear Netherlands

Derivatives on equities and equity indices traded on regulated markets

ICE Endex

The Netherlands

ICE Clear Singapore

Energy, metals and financial futures products

ICE Futures Singapore

Singapore

ICE NGX

Physical North American natural gas, environmental commodities and physical and financial electricity

ICE NGX

Canada

Original and Variation Margin

Each of the ICE Clearing Houses generally requires all Members to deposit collateral in cash or certain pledged assets. The collateral deposits are known as “original margin.” In addition, the ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection. The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” The ICE Clearing Houses mark all outstanding contracts to market, and, with the exception of ICE NGX’s physical natural gas, physical environmental and physical power products discussed separately below, pay and collect variation margin at least once daily.

The amounts that Members are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, risk committees and the boards of directors of the respective ICE Clearing House. The amounts required may fluctuate over time. Each of the ICE Clearing Houses is a separate legal entity and is not subject to the liabilities of the others, or the obligations of Members of the other ICE Clearing Houses.

Should a particular Member fail to deposit its original margin or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge the defaulting Member's open positions and use their original margin and guaranty fund deposits to pay any amount owed. In the event that the defaulting Member's deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses will first use their respective contributions to the guaranty fund, often referred to as Skin In The Game, or SITG, to pay any remaining amount owed. In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits and default insurance or collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

As of September 30, 2024 and December 31, 2023, the ICE Clearing Houses had received or had been pledged $178.6 billion and $175.9 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

Guaranty Funds and ICE Contribution

As described above, mechanisms have been created, called guaranty funds, to provide partial protection in the event of a Member default. With the exception of ICE NGX, each of the ICE Clearing Houses requires that each Member make deposits into a guaranty fund.

In addition, we have contributed our own capital that could be used if a defaulting Member’s original margin and guaranty fund deposits are insufficient. Such amounts are recorded as long-term restricted cash and cash equivalents in our balance sheets and are as follows (in millions):


	ICE Portion of Guaranty Fund Contribution		Default insurance
Clearing House	As of September 30, 2024	As of December 31, 2023	As of September 30, 2024	As of December 31, 2023
ICE Clear Europe	$197	$197	$100	$100
ICE Clear U.S.	75	75	25	25
ICE Clear Credit	50	50	75	75
ICE Clear Netherlands	2	2	N/A	N/A
ICE Clear Singapore	1	1	N/A	N/A
ICE NGX	45	15	200	200
Total	$370	$340	$400	$400

We also maintain default insurance at ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit as an additional layer of clearing member default protection, which is reflected in the table above. The default insurance was renewed in September 2022 and has a three-year term. The default insurance layer resides after and in addition to the ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit SITG contributions and before the guaranty fund contributions of the non-defaulting Members.

Similar to SITG, the default insurance layer is not intended to replace or reduce the position risk-based amount of the guaranty fund. As a result, the default insurance layer is not a factor that is included in the calculation of the Members' guaranty fund contribution requirement. Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.

As of September 30, 2024, ICE NGX maintained a guaranty fund of $215 million, comprised of $15 million in cash and a $200 million letter of credit backed by a default insurance policy of the same amount, discussed below. Separately, ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes if a direct participant of the ICE NGX clearinghouse, or Contracting Party, defaulted.

Below is a depiction of our Default Waterfall which summarizes the lines of defense and layers of protection we maintain for our mutualized clearing houses.

ICE Clearing House Default Waterfall

ICE Risk Waterfall graphic for clearing FN.jpg

Cash and Invested Margin Deposits

We have recorded cash and invested margin and guaranty fund deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members. As of September 30, 2024, our cash and invested margin deposits were as follows (in millions):


	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	42,632	$	22,020	$	7,533	$	—	$	4	$	72,189
Unsettled variation margin, net	—		—		—		788		—		788
Guaranty fund	2,441		3,513		626		—		5		6,585
Delivery contracts receivable/payable, net	—		—		—		331		—		331
Total	$	45,073	$	25,533	$	8,159	$	1,119	$	9	$	79,893

As of December 31, 2023, our cash and invested margin deposits were as follows (in millions):


	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	40,170	$	28,353	$	4,693	$	—	$	5	$	73,221
Unsettled variation margin, net	—		—		—		984		—		984
Guaranty fund	2,358		3,017		609		—		5		5,989
Delivery contracts receivable/payable, net	—		—		—		600		—		600
Total	$	42,528	$	31,370	$	5,302	$	1,584	$	10	$	80,794

Our cash and invested margin and guaranty fund deposits are maintained in accounts with national banks and highly-rated financial institutions or secured through direct investments, primarily in U.S. Treasury and other highly-rated foreign government securities, or reverse repurchase agreements with primarily overnight maturities. Reverse repos are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral if the underlying securities lose value, in an amount sufficient to maintain collateralization of at least 102%. We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets. The carrying value of these deposits is deemed to approximate fair value.

To provide a tool to address the liquidity needs of our clearing houses and manage the liquidation of margin and guaranty fund deposits held in the form of cash and high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear U.S. have entered into Committed Repurchase Agreement Facilities, or Committed Repo. Additionally, ICE Clear Credit and ICE Clear Netherlands have entered into Committed FX Facilities to support these liquidity needs. As of September 30, 2024, the following facilities were in place:

•ICE Clear Europe: $1.0 billion in Committed Repo to have the ability to convert securities held as collateral into U.S. dollar, euro and pound sterling deposits with same day liquidity.

•ICE Clear Credit: $300 million in Committed Repo (U.S. dollar based) to have the ability to convert U.S. dollar\euro denominated sovereign debt held as collateral into U.S. dollar\euro deposits with same day liquidity, €250 million in Committed Repo (euro based) to have the ability to convert euro\U.S. dollar denominated sovereign debt deposits held as collateral into euro\U.S. dollar denominated deposits with same day liquidity, and €1.9 billion in Committed FX Facilities to have the ability to convert available U.S. dollar denominated cash into euro denominated cash to meet a euro denominated payment obligation with same day liquidity.

•ICE Clear U.S.: $250 million in Committed Repo to have the ability to convert U.S. dollar denominated sovereign debt deposits held as collateral into U.S. dollar deposits with same day liquidity.

•ICE Clear Netherlands: €10 million in Committed FX Facilities to have the ability to convert available non-euro denominated cash into euro denominated cash to meet euro denominated payment obligations with same day liquidity.

Details of our deposits are as follows (in millions):


Cash and Cash Equivalent Margin Deposits and Guaranty Funds
Clearing House	Investment Type	As of September 30, 2024		As of December 31, 2023
ICE Clear Europe	National bank account (1)	$	6,079	$	5,819
ICE Clear Europe	Reverse repo	36,177		32,695
ICE Clear Europe	Sovereign debt	2,753		3,745
ICE Clear Europe	Demand deposits	64		40
ICE Clear Credit	National bank account	18,083		22,754
ICE Clear Credit	Reverse repo	4,593		5,381
ICE Clear Credit	Demand deposits	2,857		3,235
ICE Clear U.S.	Reverse repo	7,811		4,955
ICE Clear U.S.	Sovereign Debt	348		347
Other ICE Clearing Houses	Demand deposits	9		9
Total cash and cash equivalent margin deposits and guaranty funds		$	78,774	$	78,980


Invested Deposits, Delivery Contracts Receivable and Unsettled Variation Margin
Clearing House	Investment Type	As of September 30, 2024		As of December 31, 2023
ICE NGX	Unsettled variation margin and delivery contracts receivable	$	1,119	$	1,584
ICE Clear Europe	Invested deposits - sovereign debt	—		230
Total invested deposits, delivery contracts receivable and unsettled variation margin		$	1,119	$	1,814

(1) As of September 30, 2024, ICE Clear Europe held £4.5 billion ($6.1 billion based on the pound sterling/U.S. dollar exchange rate of 1.3375 as of September 30, 2024) at the Bank of England, or BOE. As of December 31, 2023, ICE Clear Europe held €11 million ($12 million based on the euro/U.S. dollar exchange rate of 1.1037 as of December 31, 2023) at the ECB, £4.6 billion ($5.8 billion based on the pound sterling/U.S. dollar exchange rate of 1.2732 as of December 31, 2023) at the BOE and €10 million ($11 million based on the above exchange rate) at the BOE.

Other Deposits

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, European emission allowance certificates or gold on rare occasions at ICE Clear Europe, to mitigate credit risk. For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate. These other deposits are not reflected in the consolidated balance sheets as the risks and rewards of these assets remain with the Members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the Member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the Members. The ICE Clearing Houses do not, in the ordinary course, rehypothecate or re-pledge these assets. These pledged assets are not reflected in our balance sheets, and are as follows (in millions):


	As of September 30, 2024
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	41,739	$	33,440	$	15,613	$	—	$	90,792
Letters of credit and other	—		—		—		3,849		3,849
Emissions certificates at fair value	1,109		—		—		—		1,109
ICE NGX cash deposits	—		—		—		737		737
Total	$	42,848	$	33,440	$	15,613	$	4,586	$	96,487
Guaranty fund:
Government securities at face value	$	580	$	1,336	$	291	$	—	$	2,207


	As of December 31, 2023
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total
Original margin:
Government securities at face value	$	45,698	$	26,992	$	13,062	$	—	$	85,752
Letters of credit and other	—		—		—		5,006		5,006
Emissions certificates at fair value	904		—		—		—		904
ICE NGX cash deposits	—		—		—		1,219		1,219
Total	$	46,602	$	26,992	$	13,062	$	6,225	$	92,881
Guaranty fund:
Government securities at face value	$	765	$	1,119	$	345	$	—	$	2,229

ICE NGX

ICE NGX owns a clearing house which administers the physical delivery of energy and environmental trading contracts. ICE NGX is the central counterparty to Members on opposite sides of its physically-settled contracts, and the balance related to delivered but unpaid contracts is recorded as a delivery contract net receivable, with an offsetting delivery contract net payable in our balance sheets. Unsettled variation margin equal to the fair value of open contracts is recorded as of each balance sheet date. There is no impact on our consolidated statements of income as an equal amount is recognized as both an asset and a liability. ICE NGX marks all of its outstanding physical natural gas, physical environmental and physical power contracts to market daily, and requires full collateralization of net accrued variation losses. Due to the highly liquid nature and the short period of time to maturity, the fair values of our delivery contract net payable and net receivable are determined to approximate carrying value.

ICE NGX requires Members to maintain cash or letters of credit to serve as collateral in the event of default. The cash is maintained in a segregated bank account for the benefit of the Member, and remains the property of the Member and, therefore, it is not included in our consolidated balance sheets. ICE NGX maintains a committed daylight-overnight liquidity facility in the amount of $100 million with an additional $200 million uncommitted with a third-party Canadian chartered bank which provides liquidity in the event of a settlement shortfall, subject to certain conditions.

As of September 30, 2024, ICE NGX maintains a guaranty fund of $215 million funded by a $200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy. In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $200 million beyond the $15 million first-loss amount that ICE NGX is responsible for under the default insurance policy. ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event of a Contracting Party default.

Clearing House Exposure

The net notional value of unsettled contracts was $2.4 trillion as of September 30, 2024. Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its Members. In its guarantor role, each ICE Clearing House has equal and offsetting claims to and from Members on opposite sides of each contract, standing as an intermediary on every contract cleared. To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards. With the exception of ICE NGX, the ICE Clearing Houses mark all outstanding contracts to market and pay and collect variation margin at least once daily.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee would be the intra-day or full day change in fair value if all Members who have open positions with unrealized losses simultaneously defaulted, which is an extremely unlikely scenario. The levels of original margin are calibrated such that a portfolio the ICE Clearing House may be required to liquidate post Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period. In addition to the base margin model, each ICE Clearing House, depending on its products, employs a number of margin add-ons related to position concentration, clearing member capital, volatility, spread responses, recovery rate sensitivity, jump-to-default, and wrong way risk.

We also performed calculations to determine the fair value of our counterparty performance guarantee taking into consideration factors such as daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by the ICE Clearing Houses. Based on these analyses, the estimated counterparty performance guarantee liability was determined to be nominal, and no liability was recorded as of September 30, 2024. The ICE Clearing Houses have never experienced an incident of a clearing member default which has required the use of the guaranty funds of non-defaulting clearing members or the assets of the ICE Clearing Houses.

13. Legal Proceedings

In the ordinary course of our business, from time to time we are subject to legal proceedings, lawsuits, government investigations and other claims with respect to a variety of matters. In addition, we are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions. We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss contingencies that are probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business, including the PennyMac Arbitration matter described below and those described in Note 16 to the consolidated financial statements in Part II, Item 8 of our 2023 Form 10-K, are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters. A range of possible losses related to certain cases cannot be reasonably estimated at this time, except for a $10 million accrual related to a regulatory matter and as otherwise disclosed below and in Note 16 to the consolidated financial statements in Part II, Item 8 of our 2023 Form 10-K. Individual matter disclosures in this Form 10-Q are limited to new significant matters or significant updates on existing matters since the 2023 Form 10-K.

PennyMac Arbitration

In this matter, an American Arbitration Association arbitrator found, among other things, that PennyMac, in developing its Servicing Systems Environment, or SSE, software, engaged in the unauthorized use of Black Knight’s confidential information and granted Black Knight’s breach of contract claim on this basis. The arbitrator entered a final award of $157 million in favor of Black Knight on January 12, 2024. On February 14, 2024, PennyMac paid Black Knight $160 million in satisfaction of the final award (inclusive of applicable interest). In the same arbitration, PennyMac also brought claims under the Sherman and Clayton Acts, seeking $65 million in damages, subject to trebling. The arbitrator awarded PennyMac zero dollars in damages on its claims. The arbitrator also found unenforceable a legacy provision in Black Knight contracts preventing clients from servicing loans on multiple systems simultaneously. Black Knight never enforced that provision against any customer and has alerted current customers that this provision will not be enforced in the future.

For further information on our legal and regulatory matters, please see Note 16 to the consolidated financial statements in Part II, Item 8 of our 2023 Form 10-K.

14. Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity and equity method investments, and short-term and long-term debt.

The fair value of our financial instruments is measured based on a three-level hierarchy:

•Level 1 inputs — quoted prices for identical assets or liabilities in active markets.

•Level 2 inputs — observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.

•Level 3 inputs — unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial assets and liabilities recorded or disclosed at fair value in the consolidated balance sheets as of September 30, 2024 and December 31, 2023 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Recurring Fair Value Measurements

Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for our supplemental executive savings plan and our supplemental executive retirement plan. These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

As described in Note 3, we measured the right to receive the net proceeds of the sale of the Promissory Note obtained in connection with the Optimal Blue sale using Level 3 inputs. In February 2024, the FTC approved the buyer of the Promissory Note, and we completed the sale of the Promissory Note and received the $75 million of proceeds thereafter. Subsequent to the sale and as of September 30, 2024, we did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis.

See Note 12 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

Non-Recurring Fair Value Measurements

We measure certain assets, such as intangible assets and equity investments, including equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of September 30, 2024, with the exception of a $3 million impairment of a developed technology intangible asset recorded during the three months ended March 31, 2024 within the Exchanges segment, none of our intangible assets or equity method investments were required to be recorded at fair value since no impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321, Investments - Equity Securities. During the nine and three months ended September 30, 2024, we recorded a $1 million fair value loss and a $2 million fair value gain, respectively, on our investments related to an impairment and separately identifying an observable price change in one of our investments. These were recorded within other income/(expense), net, in the consolidated statement of income. With the exception of the items noted above, no other adjustments were necessary. As of September 30, 2024, the carrying amount of our investments without readily determinable fair values was $99 million.

Financial Instruments Not Measured at Fair Value

The table below displays the fair value of our debt as of September 30, 2024. The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments. The fair value of other short-term debt approximates par value since the interest rates on this short-term debt approximate market rates as of September 30, 2024.


	As of September 30, 2024
	(in millions)
Debt:	Carrying Amount		Fair value
Commercial Paper	$	1,371	$	1,371

2025 Senior Notes (3.65%; unsecured due May 23, 2025)	1,248		1,242

2025 Senior Notes (3.75%; unsecured due December 1, 2025)	1,249		1,243
2027 Senior Notes (4.00%; unsecured due September 15, 2027)	1,491		1,503
2027 Senior Notes (3.10%; unsecured due September 15, 2027)	498		487
2028 Senior Notes (3.625%; unsecured due September 1, 2028)	933		979
2028 Senior Notes (3.75%; unsecured due September 21, 2028)	596		592
2029 Senior Notes (4.35%; unsecured due June 15, 2029)	1,243		1,261
2030 Senior Notes (2.10%; unsecured due June 15, 2030)	1,239		1,115
2031 Senior Notes (5.25%; unsecured due June 15, 2031)	743		790
2032 Senior Notes (1.85%; unsecured due September 15, 2032)	1,487		1,244
2033 Senior Notes (4.60%; unsecured due March 15, 2033)	1,490		1,517
2040 Senior Notes (2.65%; unsecured due September 15, 2040)	1,233		944
2048 Senior Notes (4.25%; unsecured due September 21, 2048)	1,233		1,111
2050 Senior Notes (3.00%; unsecured due June 15, 2050)	1,223		895
2052 Senior Notes (4.95%; unsecured due June 15, 2052)	1,466		1,497
2060 Senior Notes (3.00%; unsecured due September 15, 2060)	1,472		1,003
2062 Senior Notes (5.20%; unsecured due June 15, 2062)	985		1,022
Total debt	$	21,200	$	19,816

15. Segment Reporting

Our business is conducted through three reportable business segments:

•Fixed Income and Data Services: We provide fixed income pricing, reference data, indices, analytics and execution services as well as global CDS clearing and multi-asset class data delivery technology; and

While revenues are recorded specifically in the segment in which they are earned or to which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of more than one segment. We directly allocate expenses when reasonably possible to do so. Otherwise, we use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment and serve functions that are necessary for the operation of all segments.

Our chief operating decision maker does not review total assets or statements of income below operating income by segments; therefore, such information is not presented below. Our three segments do not engage in intersegment transactions.

Financial data for our business segments is as follows for the nine and three months ended September 30, 2024 and 2023 (in millions):


	Nine Months Ended September 30, 2024
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	1,399	$	—	$	—	$	1,399
Agricultural and metals futures and options	203		—		—		203
Financial futures and options	408		—		—		408
Cash equities and equity options	2,092		—		—		2,092
OTC and other	313		—		—		313
Data and connectivity services	717		—		—		717
Listings	366		—		—		366
Fixed income execution	—		84		—		84
CDS clearing	—		268		—		268
Fixed income data and analytics	—		876		—		876
Other data and network services	—		491		—		491
Origination technology	—		—		536		536
Closing solutions	—		—		150		150
Servicing software	—		—		635		635
Data and analytics	—		—		193		193
Revenues	5,498		1,719		1,514		8,731
Transaction-based expenses	1,775		—		—		1,775
Revenues, less transaction-based expenses	3,723		1,719		1,514		6,956
Operating expenses	989		1,087		1,648		3,724
Operating income/(loss)	$	2,734	$	632	$	(134)	$	3,232

	Three Months Ended September 30, 2024
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	473	$	—	$	—	$	473
Agricultural and metals futures and options	60		—		—		60
Financial futures and options	141		—		—		141
Cash equities and equity options	791		—		—		791
OTC and other	109		—		—		109
Data and connectivity services	242		—		—		242
Listings	122		—		—		122
Fixed income execution	—		28		—		28
CDS clearing	—		97		—		97
Fixed income data and analytics	—		295		—		295
Other data and network services	—		166		—		166
Origination technology	—		—		182		182
Closing solutions	—		—		54		54
Servicing software	—		—		209		209
Data and analytics	—		—		64		64
Revenues	1,938		586		509		3,033
Transaction-based expenses	684		—		—		684
Revenues, less transaction-based expenses	1,254		586		509		2,349
Operating expenses	307		376		563		1,246
Operating income/(loss)	$	947	$	210	$	(54)	$	1,103


	Nine Months Ended September 30, 2023
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	1,084	$	—	$	—	$	1,084
Agricultural and metals futures and options	208		—		—		208
Financial futures and options	344		—		—		344
Cash equities and equity options	1,734		—		—		1,734
OTC and other	309		—		—		309
Data and connectivity services	699		—		—		699
Listings	376		—		—		376
Fixed income execution	—		89		—		89
CDS clearing	—		279		—		279
Fixed income data and analytics	—		832		—		832
Other data and network services	—		468		—		468
Origination technology	—		—		524		524
Closing solutions	—		—		136		136
Servicing software	—		—		69		69
Data and analytics	—		—		86		86
Revenues	4,754		1,668		815		7,237
Transaction-based expenses	1,450		—		—		1,450
Revenues, less transaction-based expenses	3,304		1,668		815		5,787
Operating expenses	944		1,057		1,017		3,018
Operating income/(loss)	$	2,360	$	611	$	(202)	$	2,769

	Three Months Ended September 30, 2023
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	384	$	—	$	—	$	384
Agricultural and metals futures and options	61		—		—		61
Financial futures and options	112		—		—		112
Cash equities and equity options	519		—		—		519
OTC and other	104		—		—		104
Data and connectivity services	236		—		—		236
Listings	124		—		—		124
Fixed income execution	—		29		—		29
CDS clearing	—		94		—		94
Fixed income data and analytics	—		279		—		279
Other data and network services	—		157		—		157
Origination technology	—		—		172		172
Closing solutions	—		—		48		48
Servicing software	—		—		69		69
Data and analytics	—		—		41		41
Revenues	1,540		559		330		2,429
Transaction-based expenses	426		—		—		426
Revenues, less transaction-based expenses	1,114		559		330		2,003
Operating expenses	313		358		487		1,158
Operating income/(loss)	$	801	$	201	$	(157)	$	845

Revenues from one member of the Exchanges segment comprised $386 million, or 10%, and $112 million, or 9%, of our Exchange revenues, less transaction-based expenses for the nine and three months ended September 30, 2024, respectively. Revenues from one member of the Exchanges segment comprised $394 million, or 12%, and $140 million, or 13%, of our Exchange revenues, less transaction-based expenses for the nine and three months ended September 30, 2023, respectively. Clearing members are primarily intermediaries and represent a broad range of principal trading firms. If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm. No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues during the nine and three months ended September 30, 2024 or 2023.

16. Earnings Per Common Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the nine and three months ended September 30, 2024 and 2023 (in millions, except per share amounts):


	Nine Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023
Basic:
Net income attributable to Intercontinental Exchange, Inc.	$	2,056	$	1,995	$	657	$	541
Weighted average common shares outstanding	573		561		574		563
Basic earnings per common share	$	3.59	$	3.56	$	1.15	$	0.96
Diluted:
Weighted average common shares outstanding	573		561		574		563
Effect of dilutive securities - stock options and restricted stock	3		1		3		2
Diluted weighted average common shares outstanding	576		562		577		565
Diluted earnings per common share	$	3.57	$	3.55	$	1.14	$	0.96

Basic earnings per common share is calculated using the weighted average common shares outstanding during the period.

Common equivalent shares from stock options and restricted stock awards, calculated using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive. During the nine months ended September 30, 2024 and 2023, 0.2 million and 0.8 million outstanding stock options and restricted stock awards, respectively, were not included in the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

17. Subsequent Events

We have evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Quarterly Report on Form 10-Q, or this Quarterly Report, and unless otherwise indicated, the terms “Intercontinental Exchange,” “ICE,” “we,” “us,” “our,” “our company” and “our business” refer to Intercontinental Exchange, Inc., together with its consolidated subsidiaries. All references to “options” or “options contracts” in the context of our futures products refer to options on futures contracts. Solely for convenience, references in this Quarterly Report to any trademarks, service marks and trade names owned by ICE are listed without the ®, ™ and © symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names.

We also include references to third-party trademarks, trade names and service marks in this Quarterly Report. Except as otherwise expressly noted, our use or display of any such trademarks, trade names or service marks is not an endorsement or sponsorship and does not indicate any relationship between us and the parties that own such marks and names.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report. Figures in the tables may not recalculate or sum exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

Forward-Looking Statements

This Quarterly Report, including the sections entitled “Notes to Consolidated Financial Statements,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements.

These forward-looking statements relate to future events or our future financial performance and are based on our present beliefs and assumptions as well as the information currently available to us. They involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance, cash flows, financial position or achievements to differ materially from those expressed or implied by these statements.

Forward-looking statements may be introduced by or contain terminology such as “may,” “will,” “should,” “could,” “would,” “targets,” “goal,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the antonyms of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, cash flows, financial position or achievements. Accordingly, we caution you not to place undue reliance on any forward-looking statements we may make.

Factors that may affect our performance and the accuracy of any forward-looking statements include, but are not limited to, those listed below:

•conditions in global financial markets and domestic and international economic and social conditions, including inflation, risk of recession, political uncertainty and discord, geopolitical events or conflicts (including the conflicts in Ukraine and the Middle East), international trade policies and sanctions laws;

•global political conditions including the presidential election in the United States, or U.S., and general elections in many jurisdictions in the U.S.;

•the impact of the introduction of, or any changes to, laws, regulations, rules or government policies with respect to, among other things, financial markets and climate change, as well as increased regulatory scrutiny or enforcement actions;

•volatility in commodity prices and equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exchange rates, and mortgage industry trends;

•the impact of climate change and the transition to renewable energy;

•the business environment in which we operate and trends in our industries, including trading volumes, prevalence of clearing, demand for data services, mortgage lending and servicing activity, mortgage delinquencies, fees, changing regulations, competition and consolidation;

•our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;

•our exchanges’ and clearing houses' compliance with their respective regulatory and oversight responsibilities;

•the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans;

•our ability to realize the expected benefits of our acquisitions and our investments, including our acquisition of Black Knight, Inc., or Black Knight, and our ability to remain in compliance with the Federal Trade Commission consent order to resolve antitrust concerns regarding our acquisition of Black Knight;

•our ability to execute our growth strategy, identify and effectively pursue, implement and integrate acquisitions, including that of Black Knight, and strategic alliances and realize the synergies and benefits of such transactions within the expected time frame;

•the impacts of computer and communications systems failures and delays, inclusive of the performance and reliability of our trading, clearing, data services and mortgage technologies and those of third-party service providers;

•our ability to keep pace with technological developments and client preferences;

•our ability to ensure that the technology we utilize is not vulnerable to cyberattacks, hacking and other cybersecurity risks or other disruptive events or to minimize the impact of any such events;

•our ability to keep information and data relating to the customers of the users of the software and services provided by our Mortgage Technology business confidential;

•the impacts of a public health emergency or pandemic, including a re-emergence of the COVID-19 pandemic, on our business, results of operations and financial condition as well as the broader business environment;

•our ability to identify trends and adjust our business to benefit from such trends, including trends in the U.S. mortgage industry such as inflation rates, interest rates, new home purchases, refinancing activity, servicing activity, delinquencies and home builder and buyer sentiment, among others;

•our ability to evolve our benchmarks and indices in a manner that maintains or enhances their reliability and relevance;

•the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and to fund our operational and capital expenditure needs;

•our ability to incur additional debt and pay off our existing debt in a timely manner;

•our ability to maintain existing market participants and data and mortgage technology customers, and to attract new ones;

•our ability to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;

•our ability to attract, develop and retain key talent;

•our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and

•potential adverse results of threatened or pending litigation and regulatory actions and proceedings.

These risks and other factors include, among others, those set forth in Part 1, Item 1(A) under the caption “Risk Factors” in our 2023 Form 10-K, as filed with the SEC on February 8, 2024. Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this Quarterly Report. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects.

Overview

We are a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Although we report our results in three reportable business segments, we operate as one business, leveraging the collective expertise, particularly in data services and technology, that exists across our platforms to inform and enhance our operations. Our segments are as follows:

Recent Developments

Global Market Conditions

Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts. Since 2022, macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.

Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market and interest rate volatility, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates in 2022, 2023 and, to a lesser extent, during the nine months ended September 30, 2024, have resulted in reduced consumer and investor demand for mortgages and adversely impacted the transaction-based revenues in our Mortgage Technology segment. If mortgage rates remain high or further increase, or if mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted. In addition, higher interest rates have resulted, and may continue to result, in higher interest rates for our debt instruments as we refinance our existing indebtedness.

From an operational perspective, our businesses, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of the events in Ukraine and the Middle East and surrounding regions.

We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, geopolitical events and military conflicts, including election uncertainty and outcomes and repercussions from the conflicts in Ukraine and the Middle East and the impact that any of the foregoing may have on the global economy and on our business. We also continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.

Regulation

Our activities and the markets in which we operate are subject to regulations that impact us as well as our customers, and, in turn, meaningfully influence our activities, the manner in which we operate and our strategy. We are primarily subject to the jurisdiction of regulatory agencies in the U.S., United Kingdom, or U.K., EU, Canada, Singapore and Abu Dhabi. Failure to satisfy regulatory requirements can or may give rise to sanctions by the applicable regulator.

Global policy makers have undertaken reviews of their existing legal framework governing financial markets in connection with regulatory reform, and have either passed new laws and regulations, or are in the process of debating and/or enacting new laws and regulations that apply to our business and to our customers’ businesses. Legislative and regulatory actions may impact the way in which we or our customers conduct business and may create uncertainty, which could affect trading volumes or demand for market data. See Part 1, Item 1 “Business — Regulation” and Part 1, Item 1(A) "Risk Factors" included in our 2023 Form 10-K for a discussion of the primary regulations applicable to our business and certain risks associated with those regulations.

Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers’ businesses. Our key areas of focus on these evolving efforts are:

•Increased Bank Capital Requirements. The Board of Governors of the Federal Reserve, or the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation proposed to implement various Basel Committee standards which would increase U.S. bank capital requirements (Basel III Endgame). The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients. The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation, or G-SIB Surcharge. Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at ICE clearing houses. The Basel III Endgame proposal could also discourage participation in mortgage lending and servicing, resulting in a reduction of mortgage volumes at ICE Mortgage Technology, negatively impact U.S. capital markets, end users' ability to hedge and raise financing through public markets and degrade liquidity. In September 2024, Michael Barr, Vice Chairman for Supervision of the Federal Reserve, indicated that he intends to recommend that both the Basel III Endgame and G-SIB Surcharge be re-proposed.

•EMIR 3.0. In February 2024, the European Commission, European Parliament, and Council of the EU reached agreement on the final text of the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0. EMIR 3.0 contains provisions requiring EU market participants to establish accounts for euro-denominated short-term interest rate derivatives, or STIRs, at an EU central counterparty, or CCP, and a requirement to clear a certain number of trades in an EU account. At this time, the number of trades required to be cleared in an EU account is not finalized; however, these requirements could result in a reduction of traded and cleared contracts at ICE Futures Europe and ICE Clear Europe.

•Policy Intervention to Address High Energy Prices. Various legislative proposals in the EU have been adopted to address high energy prices and impact ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts. These policy interventions include price limiting mechanisms for exchange-traded gas products and a new liquefied natural gas, or LNG, import benchmark. In December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients. In December 2023, the EU extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex. Former Prime Minister of Italy and economist Mario Draghi's September 2024 report, titled "The Future of European Competitiveness, Part A: A Competitiveness Strategy for Europe," recommends further legislative changes to address high energy prices.

•Benchmarks Regulation. All London Interbank Offered Rate, or LIBOR, settings have ceased to be published. The last remaining "synthetic" LIBOR settings ceased publication in September 2024.

In addition, certain benchmarks provided by our index businesses may continue to be used by supervised entities in the EU under transitional provisions of the EU Benchmarks Regulation until December 31, 2025, after which supervised entities will rely on the mechanisms provided under the regulation for the use of third-country benchmarks.

•EU Deforestation Regulation. In October 2024, the European Commission proposed to postpone the effective date of the EU Deforestation Regulation, or EUDR, from December 30, 2024 to December 30, 2025 for large companies and to June 30, 2026 for small companies. The EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it. The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S. of the Coffee C Contract (Arabica). The proposal to postpone the implementation date needs approval by both the EU Parliament and EU Member States. It is uncertain whether the approval will be granted before the end of 2024. We are monitoring these developments and any impact on ICE Futures Europe, ICE Futures U.S. and ICE Benchmark Administration.

•U.K. Deforestation Regulation. In December 2023, the U.K. Government announced its intent to implement a regulation which would require that certain commodities (including cocoa) and their products be from deforestation-free land and meet other requirements. We are monitoring the impact of these developments and any impact on ICE Futures Europe.

•U.K. Commodity Derivatives Reform. In December 2023, the Financial Conduct Authority, or FCA, published a consultation proposing to revise the U.K. commodity derivatives framework. The Financial Services and Markets Act 2023, or FSMA 2023, reformed the U.K.’s commodity derivatives regulatory regime including revoking the Markets in Financial Instruments Directive II, or MIFID II, requirement to set position limits on all exchange traded and over-the-counter contracts and transferring the powers to set position limits from the FCA to trading venue operators. The FCA's current proposals would require that trading venues set position limits for critical and related contracts including ICE's softs, agricultural and energy contracts such as Brent, WTI, gasoil and natural gas, to establish accountability thresholds and to report enhanced position data. These requirements could make trading on ICE Futures Europe more difficult and could result in a reduction in volumes and liquidity.

•EU DORA Regulation. The Digital Operational Resilience Act, or DORA, is an EU regulation that establishes an information and communication technology, or ICT, risk management framework for the EU financial sector. DORA establishes technical standards that financial entities and their critical third-party technology service providers must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight. Some of our businesses are likely to be impacted by DORA as EU financial entities or critical ICT third-party service providers to EU financial entities.

•Regulation of ESG Data and Ratings. Many jurisdictions have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings. In April 2024, the EU adopted a regulation on the transparency and integrity of ESG rating activities which aims to enhance the integrity, transparency, governance, and independence of ESG ratings provided in the EU and is expected to be published in

the Official Journal of the EU by the end of 2024. The regulation will impact certain ICE Data Service offerings and may require authorization and supervision by the European Securities and Markets Authority.

•Equity Market Structure Rules. In September 2024, the SEC adopted new rules regarding equity market structure which will take effect in November 2025. The rules amend the minimum pricing increments, or tick sizes, for the quoting of certain stocks to allow these stocks to be priced with tighter spreads. The rules also reduce existing fee caps exchanges can charge market participants for access to protected quotations and accelerate the availability of information for smaller-sized orders. These rules could affect market and competitive dynamics for venues that facilitate trading of equity securities, including the NYSE.

•Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants. In February 2022, the European Commission extended until June 2025 the temporary equivalence of U.K. CCPs, which allows EU firms to clear trades at ICE Clear Europe. In the absence of an extension of the temporary equivalence or permanent equivalence of U.K. CCPs by the European Commission, EU persons would be restricted in accessing clearing services at ICE Clear Europe, which could impact clearing revenues, and could also cause us to change our business practices, restructure our businesses or move certain of our businesses and employees.

Tax Policy Changes

The Organisation for Economic Cooperation and Development, or OECD, Pillar Two minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. In 2023, the OECD issued administrative guidance providing transitional safe harbor rules concerning the implementation of the Pillar Two framework, which will apply to fiscal years ending on or before December 31, 2026. The EU member states and many other countries, including the U.K., have committed to implement or have already enacted legislation adopting the Pillar Two rules. We are monitoring developments and evaluating the impacts of these new rules on our tax rate, including our ability to qualify for the safe harbor rules as implemented by each jurisdiction; however, we do not expect a material impact to our effective tax rate given our current tax profile.

Consolidated Financial Highlights

The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts).

(1) Operating loss from our Mortgage Technology segment was $134 million and $202 million for the nine months ended September 30, 2024 and 2023, respectively.

(2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted numbers are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.


	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Revenues, less transaction-based expenses	$	6,956		$	5,787		20	%	$	2,349		$	2,003		17	%
Recurring revenues(1)	$	3,614		$	2,939		23	%	$	1,212		$	1,031		18	%
Transaction revenues, net(1)	$	3,342		$	2,848		17	%	$	1,137		$	972		17	%
Operating expenses	$	3,724		$	3,018		23	%	$	1,246		$	1,158		8	%
Adjusted operating expenses(2)	$	2,837		$	2,308		23	%	$	960		$	812		18	%
Operating income	$	3,232		$	2,769		17	%	$	1,103		$	845		31	%
Adjusted operating income(2)	$	4,119		$	3,479		18	%	$	1,389		$	1,191		17	%
Operating margin	46		%	48		%	(2 pts)		47		%	42		%	5 pts
Adjusted operating margin(2)	59		%	60		%	(1 pt)		59		%	59		%	—
Other income/(expense), net	$	(509)		$	(391)		30	%	$	(205)		$	(163)		26	%
Income tax expense	$	630		$	330		91	%	$	227		$	123		85	%
Effective tax rate	23		%	14		%	9 pts		25		%	18		%	7 pts
Net income attributable to ICE	$	2,056		$	1,995		3	%	$	657		$	541		22	%
Adjusted net income attributable to ICE(2)	$	2,622		$	2,417		8	%	$	894		$	824		9	%
Diluted earnings per share attributable to ICE common stockholders	$	3.57		$	3.55		1	%	$	1.14		$	0.96		19	%
Adjusted diluted earnings per share attributable to ICE common stockholders(2)	$	4.55		$	4.30		6	%	$	1.55		$	1.46		6	%
Cash flows from operating activities	$	3,103		$	2,573		21	%
Free cash flow(3)	$	2,627		$	2,247		17	%
Adjusted free cash flow (3)	$	2,631		$	2,452		7	%

(1) We define recurring revenues as the portion of our revenues that are generally predictable, stable, and can be expected to occur at regular intervals in the future with a relatively high degree of certainty and visibility. We define transaction revenues as those associated with a more specific point-in-time service, such as a trade execution.

(2) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. Adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders are presented net of taxes. These adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.

(3) We believe these non-GAAP liquidity measures provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow is useful as one of the bases for comparing our performance with our competitors and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business. We believe that adjusted free cash flow eliminates the impact of timing differences related to the payment of section 31 fees. These figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Liquidity Measures” below.

•Revenues, less transaction-based expenses, increased $1.2 billion and $346 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. See "—Exchanges Segment", "—Fixed Income and Data Services Segment" and "—Mortgage Technology Segment" below for a discussion of the significant changes in our revenues. The change in revenues during the nine and three months ended September 30, 2024 includes $14 million and $6 million, respectively, in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.

•Operating expenses increased $706 million and $88 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses during the nine and three months ended September 30, 2024 includes $6 million and $2 million, respectively, in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.

Variability in Quarterly Comparisons

Our business environment has been characterized by:

•globalization of marketplaces, customers and competitors;

•growing customer demand for workflow efficiency and automation;

•commodity, interest rate, inflation rate and financial markets volatility and uncertainty;

•growing demand for data to inform customers' risk management and investment decisions;

•evolving, increasing and disparate regulation across multiple jurisdictions;

•price volatility increasing customers' demand for risk management services;

•increasing focus on capital and cost efficiencies;

•customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and product diversity;

•the evolution of existing products and new product innovation to serve emerging customer needs and changing industry agreements;

•rising demand for speed, data, data capacity and connectivity by market participants, necessitating increased investment in technology; and

•consolidation and increasing competition among global markets for trading, clearing and listings.

For additional information regarding the factors that affect our results of operations, see Item 1(A) “Risk Factors” included in our 2023 Form 10-K.

Segment Results

Our business is conducted through three reportable business segments:

•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.

Exchanges Segment

The following presents selected statements of income data for our Exchanges segment (dollars in millions):

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted figures are not calculated in accordance with U.S. GAAP. See “ —Non-GAAP Financial Measures” below.


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Revenues:
Energy futures and options	$	1,399	$	1,084	29	%	$	473	$	384	23	%
Agricultural and metals futures and options	203		208		(3)		60		61		(3)
Financial futures and options	408		344		19		141		112		26
Futures and options	2,010		1,636		23		674		557		21
Cash equities and equity options	2,092		1,734		21		791		519		52
OTC and other	313		309		1		109		104		5
Transaction and clearing, net	4,415		3,679		20		1,574		1,180		33
Data and connectivity services	717		699		3		242		236		3
Listings	366		376		(3)		122		124		(1)
Revenues	5,498		4,754		16		1,938		1,540		26
Transaction-based expenses(1)	1,775		1,450		22		684		426		60
Revenues, less transaction-based expenses	3,723		3,304		13		1,254		1,114		13
Other operating expenses	792		760		4		242		252		(4)
Depreciation and amortization	197		184		7		65		61		4

Operating expenses	989		944		5		307		313		(2)
Operating income	$	2,734	$	2,360	16	%	$	947	$	801	18	%

Recurring revenues	$	1,083	$	1,075	1	%	$	364	$	360	1	%
Transaction revenues, net	$	2,640	$	2,229	18	%	$	890	$	754	18	%

(1) Transaction-based expenses are largely attributable to our cash equities and options business.

Exchanges Revenues

Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges, related data and connectivity services, and our listings business. Transaction and clearing revenues consist of fees collected from derivatives, cash equities and equity options trading and derivatives clearing, and are reported on a net basis, except for the NYSE transaction-based expenses discussed below. Rates per-contract, or RPC, are driven by the number of contracts or securities traded and the fees charged per contract, net of certain rebates. Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions.

Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix. We consider data and connectivity services revenues and listings revenues to be recurring revenues. Our data and connectivity services revenues are recurring subscription fees related to the various data and connectivity services that we provide which are directly attributable to our exchange venues. Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and exchange-traded funds, or ETFs, and related corporate actions for listed companies.

For both the nine and three months ended September 30, 2024, 22% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, and for the nine and three months ended September 30, 2023, 19% and 20% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, respectively. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Exchanges segment revenues, less transaction-based expenses, were higher by $11 million and $4 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $936 million and $729 million for the nine months ended September 30, 2024 and 2023, respectively, and $320 million and $241 million for the three months ended September 30, 2024 and 2023, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in rebates for the nine

and three months ended September 30, 2024 was primarily due to higher volumes traded as compared to the comparable periods in 2023.

•Energy Futures and Options: Total energy volume increased 28% and revenues increased 29% for the nine months ended September 30, 2024 from the comparable period in 2023 and volume increased 25% and revenues increased 23% for the three months ended September 30, 2024 from the comparable period in 2023.

–Total oil futures and options volume increased 23% and 19% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, in part due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.

–Our global natural gas futures and options volume increased 35% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023, due to continued growth in our TTF and Asian JKM gas complexes, as well as strength in our North American natural gas products driven by increased volatility related to shifting weather and fundamentals.

–Our environmentals and other futures and options volume increased 41% and 56% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.

•Agricultural and Metals Futures and Options: Total volumes in our agricultural and metals futures and options markets increased 1% and were flat for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenues decreased 3% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023. In the third quarter of 2024, increased sugar, coffee and cotton volumes were offset by lower cocoa volumes.

–Sugar futures and options volumes decreased 8% and increased 17% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

–Other agricultural and metal futures and options volume increased 8% and decreased 11% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

•Financial Futures and Options: Total volumes in our financial futures and options markets increased 28% and 43% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenues increased 19% and 26% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, including the impacts of foreign exchange effects. The nine and three months ended September 30, 2024 benefited from interest rate volatility related to central bank activity speculation.

–Interest rate futures and options volume increased 36% and 52% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenue increased 30% and 37% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The nine and three months ended September 30, 2024 benefited from interest rate volatility related to increased central bank activity speculation.

–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 9% and 2% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. Revenue decreased 3% and increased 4% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The decrease in other financial futures and options volume was primarily due to lower equity market volatility than during the comparable period in 2023.

•Cash Equities and Equity Options: Cash equities volume increased 9% and 11% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Cash equities revenues, net of transaction-based expenses, were $228 million and $198 million for the nine months ended September 30, 2024 and 2023, respectively, and $77 million and $64 million for the three months ended September 30, 2024 and 2023, respectively. Equity options volume increased 20% and 32% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Equity options revenues, net of transaction-based expenses, were $89 million and $86 million for the nine months ended September 30, 2024 and 2023, respectively, and $30 million and $29 million for the three months ended September 30, 2024 and 2023, respectively.

•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues increased 1% and 5% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

•Data and Connectivity Services: Our data and connectivity services revenues increased 3% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023. The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing customers.

•Listings Revenues: Through NYSE, NYSE American and NYSE Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies. Listings revenues decreased 3% and 1% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 due to the roll off of initial listing fees from the strong initial public offering, or IPO, market in 2021. All listings fees are billed upfront, and revenues are recognized over time as the identified performance obligations are satisfied.

Selected Operating Data

Volume of contracts traded, futures and options rate per contract and open interest are measures that we use in analyzing the performance of our futures and options contracts. Handled volume, matched volume and cash equities and equity options rate per contract are measures that we use in analyzing our NYSE cash equities and equity options performance. We believe each of these measures provides useful information for management and investors in understanding our performance. Management considers these metrics when making financial and operating decisions. Our calculation of these metrics may not be comparable to similarly titled measures used by other companies.

The following charts and tables present trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as futures and options rate per contract (in millions, except for percentages and rate per contract amounts):

Volume and Rate per Contract


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Number of contracts traded (in millions):
Energy futures and options	817		640		28	%	276		221		25	%
Agricultural and metals futures and options	90		90		1		26		27		—
Financial futures and options	615		479		28		215		149		43
Total	1,522		1,209		26	%	517		397		30	%
Average daily volume of contracts traded (in thousands):
Energy futures and options	4,344		3,422		27	%	4,310		3,510		23	%
Agricultural and metals futures and options	481		480		—		413		419		(1)
Financial futures and options	3,194		2,507		27		3,264		2,316		41
Total	8,019		6,409		25	%	7,987		6,245		28	%
Rate per contract:
Energy futures and options	$	1.71	$	1.69	1	%	$	1.71	$	1.74	(1)	%
Agricultural and metals futures and options	$	2.24	$	2.32	(4)	%	$	2.25	$	2.31	(3)	%
Financial futures and options	$	0.66	$	0.71	(7)	%	$	0.65	$	0.74	(12)	%

Open interest is the aggregate number of contracts (long or short) that clearing members hold either for their own account or on behalf of their clients. Open interest refers to the total number of contracts that are currently “open,” in other words, contracts that have been entered into but not yet liquidated by either an offsetting trade, exercise, expiration or assignment. Open interest represents a measure that we believe is useful for management and investors in understanding future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange. The following charts and table present our quarter-end open interest for our futures and options contracts (in thousands, except for percentages):

Open Interest


	As of September 30,
	2024	2023	Change
Open interest — in thousands of contracts:
Energy futures and options	58,725	48,720	21	%
Agricultural and metals futures and options	3,908	4,607	(15)	%
Financial futures and options	26,120	22,880	14
Total	88,753	76,207	16	%

The following charts and tables present selected cash and equity options trading data. All trading volume below is presented as average net daily trading volume, or ADV, and is single counted:


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
NYSE cash equities (shares in millions):
Total cash handled volume (ADV)	2,405		2,206		9	%	2,291		2,071		11	%
Total cash market share matched	20.3	%	19.7	%	0.6 pt		19.6	%	19.5	%	0.1 pts
NYSE equity options (contracts in thousands):
NYSE equity options volume (ADV)	9,499		7,932		20	%	9,757		7,397		32	%
Total equity options volume (ADV)	43,279		40,429		7	%	44,451		39,622		12	%
NYSE share of total equity options	21.9	%	19.6	%	2.3 pts		22.0	%	18.7	%	3.3 pts
Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares)	$0.051		$0.048		5	%	$0.052		$0.049		6	%
Equity options rate per contract	$0.05		$0.06		(14)	%	$0.05		$0.06		(21)	%

Handled volume represents the total number of shares of equity securities, ETFs and crossing session activity internally matched on our exchanges or routed to and executed on an external market center. Matched volume represents the total number of shares of equity securities, ETFs and crossing session activity executed on our exchanges.

Transaction-Based Expenses

Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees are recorded on a gross basis as a component of transaction and clearing fee revenue. These Section 31 fees are assessed to recover the government’s costs of supervising and regulating the securities markets and professionals and are subject to change. We, in turn, collect corresponding activity assessment fees from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our transaction and clearing revenues when invoiced. The activity assessment fees are designed to equal the Section 31 fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income, although the timing of

payment by us will vary from collections. Section 31 fees were $437 million and $231 million for the nine months ended September 30, 2024 and 2023, respectively, and $232 million and $56 million for the three months ended September 30, 2024 and 2023, respectively. The increase in Section 31 fees during the nine and three months ended months ended September 30, 2024 was primarily due to an increase in rates and volume during the period. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC twice a year as required. The total amount of Section 31 fees payable is included in current liabilities and was $76 million as of September 30, 2024.

We make liquidity payments to cash and options trading customers, as well as routing charges made to other exchanges which are included in transaction-based expenses. We incur routing charges when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our securities exchanges. In that case, we route the customer’s order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We record routing charges on a gross basis as a component of transaction and clearing fee revenue. Cash liquidity payments, routing and clearing fees were $1.3 billion and $1.2 billion for the nine months ended September 30, 2024 and 2023, respectively, and $452 million and $370 million for the three months ended September 30, 2024 and 2023, respectively.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our Exchanges segment's operating expenses, operating income and operating margin (dollars in millions). See “—Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.


Exchanges Segment:	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Operating expenses	$	989		$	944		5	%	$	307		$	313		(2)	%
Adjusted operating expenses(1)	$	927		$	878		6	%	$	309		$	297		4	%
Operating income	$	2,734		$	2,360		16	%	$	947		$	801		18	%
Adjusted operating income(1)	$	2,796		$	2,426		15	%	$	945		$	817		16	%
Operating margin	73		%	71		%	2 pts		76		%	72		%	4 pts
Adjusted operating margin(1)	75		%	73		%	2 pts		75		%	73		%	2 pts

(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. These adjusted numbers are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.

Fixed Income and Data Services Segment

The following charts and table present our selected statements of income data for our Fixed Income and Data Services segment (dollars in millions):

(1) The adjusted figures in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted numbers are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Revenues:
Fixed income execution	$	84	$	89	(5)	%	$	28	$	29	(2)	%
CDS clearing	268		279		(4)		97		94		3
Fixed income data and analytics	876		832		5		295		279		6
Fixed income and credit	1,228		1,200		2		420		402		5
Other data and network services	491		468		5		166		157		6
Revenues	1,719		1,668		3		586		559		5
Other operating expenses	844		799		6		294		274		7
Depreciation and amortization	243		258		(6)		82		84		(1)

Operating expenses	1,087		1,057		3		376		358		5
Operating income	$	632	$	611	4	%	$	210	$	201	5	%

Recurring revenues	$	1,367	$	1,300	5	%	$	461	$	436	6	%
Transaction revenues	$	352	$	368	(4)	%	$	125	$	123	2	%

In the table above, we consider fixed income data and analytics revenues and other data and network services revenues to be recurring revenues.

For the nine and three months ended September 30, 2024, 11% and 10%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros, and for both the nine and three months ended September 30, 2023, 11% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to the fluctuations of the pound sterling and euro compared to the U.S. dollar, our Fixed Income and Data Services revenues were higher by $3 million and $2 million for the nine and three months ended September 30, 2024, respectively, than the comparable periods in 2023.

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased 3% and 5% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to strength in our fixed income data and analytics products and our other data and network services.

•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were nominal for both the nine and three months ended September 30, 2024, and 2023. Our fixed income execution revenues decreased 5% and 2% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 as higher revenues from corporate and municipal bond trading were more than offset by lower levels of U.S. treasury activity.

•CDS Clearing: CDS clearing revenues decreased 4% and increased 3% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The notional value of CDS cleared was $15.7 trillion and $15.3 trillion for the nine months ended September 30, 2024 and 2023, respectively, and $6.6 trillion and $5.0 trillion for the three months ended September 30, 2024 and 2023, respectively. The overall decrease in revenues for the nine months ended September 30, 2024 was primarily due to lower net interest income on collateral balances.

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 5% and 6% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 due to growth in our pricing and reference data business and strength in our index business.

•Other Data and Network Services: Our other data and network services revenues increased 5% and 6% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds and desktop revenues.

Annual Subscription Value, or ASV, represents, at a point in time, data services revenues, which include Fixed Income Data and Analytics as well as Other Data and Network Services, subscribed for the succeeding 12 months. ASV does not

include new sales, contract terminations or price changes that may occur during that 12-month period. However, while it is an indicative forward-looking metric, it does not provide a precise growth forecast of the next 12 months of data services revenues. Management considers ASV metrics when making financial and operating decisions and believes ASV is useful for management and investors in understanding our data services business performance.

As of September 30, 2024, ASV was $1.831 billion, which increased 6.3% compared to the ASV as of September 30, 2023. ASV represents nearly 100% of total data services revenues for this segment. This does not adjust for year-over-year foreign exchange fluctuations.

Operating Expenses, Operating Income and Operating Margin

The following chart summarizes our Fixed Income and Data Services segment's operating expenses, operating income and operating margin (dollars in millions). See “—Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.


Fixed Income and Data Services Segment:	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Operating expenses	$	1,087		$	1,057		3	%	$	376		$	358		5	%
Adjusted operating expenses(1)	$	943		$	930		1	%	$	323		$	316		2	%
Operating income	$	632		$	611		4	%	$	210		$	201		5	%
Adjusted operating income(1)	$	776		$	738		5	%	$	263		$	243		9	%
Operating margin	37		%	37		%	—		36		%	36		%	—
Adjusted operating margin(1)	45		%	44		%	1 pt		45		%	44		%	1 pt

(1) The adjusted figures exclude items that are not reflective of our ongoing core operations and business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below.

Mortgage Technology Segment

The following charts and table present our selected statements of income data for our Mortgage Technology segment (dollars in millions):


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Revenues:
Origination technology	$	536	$	524	2	%	$	182	$	172	6	%
Closing solutions	150		136		10		54		48		12
Servicing software	635		69		n/a		209		69		n/a
Data and analytics	193		86		124		64		41		55
Revenues	1,514		815		86		509		330		54
Other operating expenses	852		422		101		287		168		71
Depreciation and amortization	708		394		80		239		164		46
Acquisition-related transaction and integration costs	88		201		(56)		37		155		(76)
Operating expenses	1,648		1,017		62		563		487		16
Operating loss	$	(134)	$	(202)	(33)	%	$	(54)	$	(157)	(65)	%

Recurring revenues	$	1,164	$	564	106	%	$	387	$	235	64	%
Transaction revenues	$	350	$	251	39	%	$	122	$	95	29	%

*Percentage changes in the table above deemed "n/a" are not meaningful.

In the table above, we consider subscription fees to be recurring revenues. Each revenue classification above contains a mix of recurring and transaction revenues based on the various service offerings described in more detail below.

Mortgage Technology Revenues

Our mortgage technology revenues are derived from our comprehensive, end-to-end U.S. residential mortgage platform. Our mortgage technology business is intended to enable greater workflow efficiency and mitigate risks for customers throughout the mortgage life cycle. Mortgage technology revenues increased $699 million and $179 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due the Black Knight acquisition.

•Origination technology: Our origination technology revenues increased 2% and 6% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. Our origination technology acts as a system of record for the mortgage transaction, automating the gathering, reviewing, and verifying of mortgage-related information and enabling automated enforcement of rules and business practices designed to help ensure that each completed loan transaction is of high quality and adheres to secondary market standards. These revenues are based on recurring Software as a Service, or SaaS, subscription fees, with an additive transaction-based or success-based pricing fee as lenders exceed the number of loans closed that are included with their monthly base subscription, as well as professional services.

In addition, the ICE Mortgage Technology network provides originators connectivity to the mortgage supply chain and facilitates the secure exchange of information between our customers and a broad ecosystem of third-party service providers, as well as lenders and investors that are critical to consummating the millions of loan transactions that occur on our origination network each year. Revenue from the ICE Mortgage Technology network is largely transaction-based.

•Closing solutions: Our closing solutions revenues increased 10% and 12% during the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased market share and continued adoption of digital solutions. Our closing solutions connect key participants, such as lenders, title and settlement agents and individual county recorders, to digitize the closing and recording process. Closing solutions also include revenues from our MERSCORP Holdings, Inc., or MERS, database, which provides a system of record for recording and tracking changes, servicing rights and beneficial ownership interests in loans secured by U.S. residential real estate. Revenues from closing solutions are largely transaction-based and are based on the volume of loans closed.

•Servicing software: Our servicing software revenues increased $566 million and $140 million during the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, due to the full period impact of Black Knight. Our servicing software revenues include integrated mortgage servicing solutions, which help automate all areas of the servicing process, from loan boarding to final payment or default, to help lower costs, reduce

risk and improve financial performance. Our servicing solutions support first lien mortgages, home equity loans and lines of credit on a single platform to manage all servicing processes, including loan setup and maintenance, escrow administration, investor reporting, and regulatory requirements. We also provide solutions that provide consumers with access to customized, timely information about their mortgages and allow our clients’ customer service representatives to access the same customer information, which is key to increasing borrower retention. Another servicing solution provides clients, third-party providers and their developers access to our growing catalog of application programming interfaces, or APIs, across the mortgage life cycle.

Our default servicing solutions help simplify the complex process for loans that move into default, while supporting servicers with their compliance requirements and to facilitate more efficient loss mitigation processes.

We also offer advanced technology to support the bankruptcy and foreclosure process, and more efficiently manage claims related to properties in foreclosure, as well as tools to support loss analysis, to help servicers make the right decisions at the right time.

•Data and analytics: Our Data and Analytics revenues increased 124% and 55% during the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to the incremental revenue contribution from owning Black Knight during the full nine and three months ended September 30, 2024. Revenues include those related to ICE Mortgage Technology’s Data & Document Automation and Mortgage Analyzer solutions, or Analyzer, which offers customers greater efficiency by streamlining data collection and validation through our automated document recognition and data extraction capabilities. Analyzer revenues can be both recurring and transaction-based in nature. In addition, our data offerings include real-time industry and peer benchmarking tools, which provide originators a granular view into the real-time trends of the U.S. residential mortgage market, as well as credit and prepayment models, custom and proprietary analytics, valuation, and MLS solutions. We also provide a Data as a Service, or DaaS, for lenders and industry participants to access industry data and origination information. Revenues related to our data products are largely subscription-based and recurring in nature. The data and insights from these solutions inform, support and enhance our other solutions to help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads. Revenues related to our data products are largely subscription-based and recurring in nature.

Operating Expenses, Operating Income/(Loss) and Operating Margin

The following chart summarizes our Mortgage Technology segment's operating expenses, operating loss and operating margin (dollars in millions). See “—Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses.


Mortgage Technology Segment:	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Operating expenses	$	1,648		$	1,017		62	%	$	563		$	487		16	%
Adjusted operating expenses(1)	$	967		$	500		93	%	$	328		$	199		64	%
Operating loss	$	(134)		$	(202)		(33)	%	$	(54)		$	(157)		(65)	%
Adjusted operating income(1)	$	547		$	315		74	%	$	181		$	131		38	%
Operating margin	(9)		%	(25)		%	16 pts		(11)		%	(48)		%	37 pts
Adjusted operating margin(1)	36		%	39		%	(3 pts)		35		%	39		%	(4 pts)

Consolidated Operating Expenses

The following presents our consolidated operating expenses (dollars in millions):


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Compensation and benefits	$	1,422	$	1,103	29	%	$	487	$	400	22	%
Professional services	114		88		29		40		31		28
Acquisition-related transaction and integration costs	88		201		(56)		37		155		(76)
Technology and communication	631		529		19		212		184		15
Rent and occupancy	89		65		38		30		20		56
Selling, general and administrative	232		196		18		54		59		(9)
Depreciation and amortization	1,148		836		37		386		309		25
Total operating expenses	$	3,724	$	3,018	23	%	$	1,246	$	1,158	8	%

The majority of our operating expenses do not vary directly with changes in our volume and revenues, except for certain technology and communication expenses, including data acquisition costs, licensing and other fee-related arrangements and a portion of our compensation expense that is tied directly to our data sales or overall financial performance.

We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, integration of acquisitions and other investments.

Included in the total consolidated operating expenses for the nine and three months ended September 30, 2024 was $850 million and $287 million, respectively, related to Black Knight. Included in the total consolidated operating expenses for both the nine and three months ended September 30, 2023 was $139 million related to Black Knight.

Operating expenses of 7% and 8% for the nine and three months ended September 30, 2024, respectively, and 9% and 7% for the nine and three months ended September 30, 2023, respectively, were billed in pounds sterling or euros. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were higher by $6 million and $2 million, respectively, for the nine and three months ended September 30, 2024, than in the comparable periods in 2023.

Compensation and Benefits Expenses

Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer taxes. The bonus and stock compensation components of our compensation and benefits expense are based on both our financial performance and individual employee performance. Therefore, our compensation and benefits expense will vary year-to-year based on our financial performance and fluctuations in our number of employees. The below chart summarizes the significant drivers of our compensation and benefits expense results for the periods presented (dollars in millions, except employee headcount).


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Employee headcount	12,900		13,107		(2)	%
Stock-based compensation expenses	$	157	$	133	18	%	$	53	$	50	4	%

Employee headcount decreased from the comparable period in 2023 primarily due to headcount reductions at Black Knight in conjunction with realizing synergies from the acquisition. Compensation and benefits expense increased $319 million and $87 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to $279 million and $69 million incremental expense attributable to owning Black Knight for the full nine and three months ended September 30, 2024 periods, respectively, and higher payroll and bonus from the impact of merit increases, partially offset by higher capitalized labor. The stock-based compensation expenses in the table above relate to employee stock option and restricted stock awards and exclude stock-based compensation related to acquisition-related transaction and integration costs.

Professional Services Expenses

Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees, and may fluctuate as a result of changes in our use of these services in our business.

Professional services expenses increased $26 million and $9 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to the incremental expense from owning Black Knight for the full nine and three months ended September 30, 2024 combined with increases in NYSE regulatory consulting and general legal matter expenses.

Acquisition-Related Transaction and Integration Costs

We incurred $88 million and $37 million in acquisition-related transaction and integration costs during the nine and three months ended September 30, 2024, respectively, primarily due to integration expenses related to Black Knight. We incurred $201 million and $155 million in acquisition-related transaction and integration costs during the nine and three months ended September 30, 2023, respectively, primarily due to legal, banker, consulting and integration expenses related to our acquisition and integration of Black Knight and our integration of Ellie Mae.

We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth. As a result, we may incur acquisition-related transaction costs in future periods.

Technology and Communication Expenses

Technology support services consist of costs for running our wholly-owned data centers, hosting costs paid to third-party data centers and maintenance of our computer hardware and software required to support our technology and

cybersecurity. These costs are driven by system capacity, functionality and redundancy requirements. Communication expenses consist of costs or network connections for our electronic platforms and telecommunications costs.

Technology and communications expense also includes fees paid for access to external market data, licensing and other fee agreement expenses. Technology and communications expenses may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly.

Technology and communications expenses increased $102 million and $28 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 primarily due to hardware and software support costs and data services expenses mainly at Black Knight, combined with rising revenues on certain products causing an increase in our revenue share license expenses.

Rent and Occupancy Expenses

Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in the U.S., U.K., and India, with smaller offices located throughout the world.

Rent and occupancy expenses increased $24 million and $10 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 primarily due to duplicate rent expenses related to our new London and New York leased offices incurred during the nine and three months ended September 30, 2024 and increases attributable to Black Knight locations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs.

Selling, general and administrative expenses increased $36 million and decreased $5 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

For the nine months ended September 30, 2024, the increase was primarily due to $20 million attributable to incremental expense from owning Black Knight for the full nine-month period and increases in other underlying costs, including customer acquisition costs from higher IPO activity, marketing, travel and entertainment. The year-to-date period also included $10 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024, which is net of insurance proceeds, and a $10 million accrual related to a regulatory matter.

During the nine months ended September 30, 2023, we also recorded $6 million of expense for claims made following a NYSE system outage in January 2023 and an $11 million regulatory matter expense, as well as higher credit loss expense.

For the three months ended September 30, 2024, the decrease was primarily due to lower underlying costs, including marketing costs, and $20 million of insurance proceeds received in the quarter related to the valid claims made following an equity trading issue at NYSE. This was partially offset by a $10 million accrual related to a regulatory matter and $7 million attributable to owning Black Knight for the full three-month period.

Depreciation and Amortization Expenses

Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, aircraft, hardware and networking equipment, purchased software, internally-developed software, furniture, fixtures and equipment over their estimated useful lives. This expense includes amortization of intangible assets obtained in our acquisitions of businesses over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, technology, data & databases and trademarks & trade names.

We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets of $759 million, inclusive of a $3 million impairment of a developed technology intangible asset, and $492 million for the nine months ended September 30, 2024 and 2023, respectively, and $253 million and $191 million for the three months ended September 30, 2024 and 2023, respectively. During the nine and three months ended September 30, 2024, $319 million and $107 million, respectively, of amortization expense was related to intangible assets acquired in connection with the Black Knight acquisition, as compared to $34 million during the nine and three months ended September 30, 2023.

We recorded depreciation expenses on our fixed assets of $389 million and $344 million for the nine months ended September 30, 2024 and 2023, respectively, and $133 million and $118 million for the three months ended September 30, 2024 and 2023, respectively. This increase was primarily due to $26 million and $10 million related to Black Knight for the

nine and three months ended September 30, 2024, respectively, as compared to $2 million during the nine and three months ended September 30, 2023, and increases in internally developed software assets and leasehold improvements.

Consolidated Non-Operating Income/(Expense)

Income and expenses incurred through activities outside of our core operations are considered non-operating. The following tables present our non-operating income/(expenses) (dollars in millions):


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change*		2024		2023		Change
Other income/(expense):
Interest income	$	105	$	287	(63)	%	$	39	$	94	(58)	%
Interest expense	(697)		(557)		25		(223)		(206)		8
Other income/(expense), net	83		(121)		n/a		(21)		(51)		(58)
Total other income/(expense), net	$	(509)	$	(391)	30	%	$	(205)	$	(163)	26	%
Net income attributable to non-controlling interest	$	(37)	$	(53)	(30)	%	$	(14)	$	(18)	(23)	%

*Percentage changes in the table above deemed "n/a" are not meaningful.

Interest Income

During the nine and three months ended September 30, 2024, we earned interest income of $105 million and $39 million respectively. During the nine and three months ended September 30, 2023, we earned interest income of $287 million and $94 million, respectively. Interest income decreased during the nine and three months ended September 30, 2024, from the same periods in 2023 primarily due to decreased investment balances following the Black Knight acquisition. During the nine and three months ended September 30, 2024, we earned $11 million and $7 million, respectively, in interest income on short term investments related to $500 million of the net proceeds from the 2031 Notes which we intend to use to repay a portion of the aggregate principal amount of the 2025 Notes at their maturity. For the nine and three months ended September 30, 2023, we earned $213 million and $66 million, respectively, in interest income on the short term investments related to the $5.0 billion of senior notes issued in connection with, and the operating cash accumulated for, the Black Knight acquisition. In addition, our clearing houses earned interest income of $72 million and $25 million during the nine and three months ended September 30, 2024, respectively, and $63 million and $25 million during the nine and three months ended September 30, 2023, respectively. The remainder primarily relates to interest earned on various unrestricted and restricted cash balances held within our group entities.

Interest Expense

During the nine and three months ended September 30, 2024, we incurred interest expense of $697 million and $223 million, respectively. During the nine and three months ended September 30, 2023, we incurred interest expense of $557 million and $206 million, respectively. The increase in interest expense during the nine and three months ended September 30, 2024, from the comparable periods in 2023 primarily relates to increased borrowings raised to fund the Black Knight acquisition. Interest expense incurred on our senior notes was $569 million and $194 million during the nine and three months ended September 30, 2024, respectively, and $532 million and $189 million during the nine and three months ended September 30, 2023, respectively. Interest expense incurred on borrowings under our Commercial Paper program and Term Loan (each as defined in “—Liquidity and Capital Resources—Debt”) during the nine and three months ended September 30, 2024, was $117 million and $26 million, respectively, and $14 million during the nine and three months ended September 30, 2023. The remainder primarily relates to the interest incurred on maintaining the revolving credit facility and other facilities within our group entities.

Other Income/(Expense), net

Our equity method investments include OCC and Bakkt, among others. We recognized $63 million and $91 million during the nine months ended September 30, 2024 and 2023, respectively, and $18 million and $26 million during the three months ended September 30, 2024 and 2023, respectively, of our share of estimated equity method investment losses, net, which are included in other income/(expense), net. The estimated losses for both the nine and three months ended September 30, 2024 and 2023 are primarily related to our investment in Bakkt, partially offset by our share of net profits of OCC. Both the nine month periods ended September 30, 2024 and 2023 include adjustments to reflect the difference between reported prior period actual results from our original estimates.

For our equity investments that do not have readily determinable fair values, during the nine and three months ended September 30, 2024, we recorded a $1 million fair value loss and a $2 million fair value gain, respectively, on our investments related to an impairment and identifying an observable price change in one of our investments.

In connection with our acquisition of Black Knight, we acquired an investment in Dun & Bradstreet. During the three months ended September 30, 2023, we sold 51% of our investment for $97 million and recorded a loss on the sale of $1 million, a fair value loss of $7 million and a $1 million dividend, all of which are included as other expense, net.

During the nine months ended September 30, 2024, we recorded a gain of $160 million related to the PennyMac arbitration final award payment.

During the three months ended September 30, 2023, we recorded an impairment related to our Consolidated Audit Trail, or CAT, loan receivable of $16 million.

We incurred foreign currency transaction losses of $12 million and $8 million for the nine months ended September 30, 2024 and 2023, respectively, and $5 million and $3 million for the three months ended September 30, 2024 and 2023, respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods.

Non-controlling Interest

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 outside stockholders’ interests are shown as non-controlling interests. As of September 30, 2024, our non-controlling interests included those related to the non-ICE limited partners' interest in our CDS clearing subsidiaries and non-controlling interests in ICE Futures Abu Dhabi.

Consolidated Income Tax Provision

Consolidated income tax expense was $630 million and $330 million for the nine months ended September 30, 2024 and 2023, respectively, and $227 million and $123 million for the three months ended September 30, 2024 and 2023, respectively. The change in consolidated income tax expense between periods was primarily due to the tax impact of changes in our pre-tax income and the changes in our effective tax rate each period.

The OECD Pillar Two minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The European Union member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods ending on or before June 30, 2028. These new U.K. Pillar Two rules did not have a material impact on our income tax provision as of September 30, 2024.

Foreign Currency Exchange Rate Impact

As an international business, our financial statements are impacted by changes in foreign currency exchange rates. Our exposure to foreign denominated earnings for the nine and three months ended September 30, 2024 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):


	Nine Months Ended September 30, 2024						Three Months Ended September 30, 2024
	Pound Sterling			Euro			Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	1.2771			1.0872			1.3007			1.0991
Average exchange rate to the U.S. dollar in the same period in the prior year	1.2444			1.0835			1.2660			1.0881
Average exchange rate increase/(decrease)	3		%	—		%	3		%	1		%
Foreign denominated percentage of:
Revenues, less transaction-based expenses	7		%	8		%	7		%	7		%
Operating expenses	6		%	1		%	7		%	1		%
Operating income	8		%	15		%	7		%	14		%
Impact of the currency fluctuations(1) on:
Revenues, less transaction-based expenses	$	12		$	2		$	4		$	2
Operating expenses	$	6		$	—		$	2		$	—
Operating income	$	6		$	2		$	2		$	2

(1) Represents the impact of currency fluctuation for the nine and three months ended September 30, 2024 compared to the same periods in the prior year.

During the nine and three months ended September 30, 2024 and 2023, 15% and 14% of our consolidated revenues, less transaction-based expenses, respectively, were denominated in pounds sterling or euros. During the nine and three months ended September 30, 2024 and 2023, 7% and 8% of our consolidated operating expenses were denominated in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues and expenses denominated in foreign currencies changes accordingly.

Liquidity and Capital Resources

Below are charts that reflect our outstanding debt and capital allocation. The acquisition and integration costs in the chart below include cash paid for acquisitions, net of cash acquired and cash received for divestitures, cash paid for equity and equity method investments and acquisition-related transaction and integration costs in each period.

(1) YTD 2023 acquisition and integration costs, net of divestitures, excludes $90 million from the sale of our investment in Dun & Bradstreet.

We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities. Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends and the development of our technology platforms. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also need to incur additional debt or issue additional equity securities in the future. See “- Future Capital Requirements” below.

See “– Cash Flow” below for a discussion of our capital expenditures and capitalized software development costs.

Consolidated cash and cash equivalents were $755 million and $899 million as of September 30, 2024 and December 31, 2023, respectively. We had $1.6 billion and $871 million in short-term and long-term restricted cash and cash equivalents as of September 30, 2024 and December 31, 2023, respectively. We had $500 million and $680 million in short-term restricted investments as of September 30, 2024 and December 31, 2023, respectively. We had $78.8 billion and $79.0 billion of cash and cash equivalent margin deposits and guaranty funds as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the amount of unrestricted cash held by our non-U.S. subsidiaries was $364 million. Due to the application of Global Intangible Low-Taxed Income as of January 1, 2018, the majority of our foreign earnings as of December 31, 2022 have been subject to immediate U.S. income taxation and can be distributed to the U.S. in the future with no material additional U.S. income tax consequences. We intend to apply the high tax exception to Global Intangible

Low-Taxed Income in 2023 and 2024, thus the majority of our foreign earnings in 2023 and 2024 are not expected to be subject to immediate U.S. income taxation. These foreign earnings can also generally be distributed to the U.S. with no additional material U.S. income tax consequences, primarily due to the availability of dividend received deductions.

Our cash and cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets. We may invest a portion of our cash in excess of short-term operating needs in investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities.

Cash Flow

The following table presents the major components of net changes in cash and cash equivalents, and restricted cash and cash equivalents (in millions):


	Nine Months Ended September 30,
	2024		2023
Net cash provided by/(used in):
Operating activities	$	3,103	$	2,573
Investing activities	(1)		(9,403)
Financing activities	(2,717)		(62,711)
Effect of exchange rate changes	7		(7)
Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	$	392	$	(69,548)

Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, deferred taxes, stock-based compensation and the effects of changes in working capital.

The $530 million increase in net cash provided by operating activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:

•An increase in net income, excluding depreciation and amortization, of $357 million which is primarily related to the full period impact of the Black Knight acquisition.

•An increase in changes in working capital accounts of $159 million, including the following:

◦A change of $201 million related to the timing of the Section 31 fee rate changes and payments; and

◦A net decrease of $42 million related to changes in other underlying working capital accounts, primarily due to timing of payments and cash receipts.

Investing Activities

The $9.4 billion decrease in cash used in investing activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:

•A decrease in cash paid for acquisitions, net of cash acquired, of $10.2 billion primarily related to the Black Knight acquisition in September 2023;

•We had net proceeds from our restricted investments of $202 million during the nine months ended September 30, 2024 as compared to net purchases of $956 million for the nine months ended September 30, 2023. The net purchases of $956 million for the nine months ended September 30, 2023 primarily consisted of short-term restricted investments purchased by ICE Clear Europe for regulatory capital requirements of which $680 million matured during the nine months ended September 30, 2024. This was offset by the $500 million of net proceeds from the offering of the 2031 Notes during the nine months ended September 30, 2024 that have been invested and will be used to pay the senior notes maturing in May 2025;

•We received $75 million from the sale of the Promissory Note during the nine months ended September 30, 2024;

•Capital expenditures and capitalized software development costs increased $150 million driven by full period Black Knight activity combined with leasehold improvements and build out of our new offices and one of our existing data centers;

•During the nine months ended September 30, 2024, we had purchases of equity and equity method investments of $24 million as compared to net proceeds of $90 million during the nine months ended September 30, 2023. The net proceeds were due to the sale of our Dun & Bradstreet investment for $97 million partially offset by equity investment purchases; and

•During the nine months ended September 30, 2024, we had net proceeds of $230 million from the invested margin deposit activity compared to net proceeds of $2.0 billion during the nine months ended September 30, 2023. These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management.

Financing Activities

The $60.0 billion decrease in cash used in financing activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:

•The change in cash and cash equivalent margin deposits and guaranty fund liability decreased $64.3 billion due to reduced volatility from 2022 to 2023 which impacted the prior year change;

•During the nine months ended September 30, 2024, we had net repayments of debt of $861 million, primarily due to the repayment of the Term Loan, partially offset by the issuance of the 2031 Notes. During the nine months ended September 30, 2023, we had net proceeds from debt issuance of $514 million, primarily due to funding of the Black Knight acquisition;

•During the nine months ended September 30, 2024, we had net redemptions of commercial paper of $583 million as compared to net proceeds of $1.9 billion during the nine months ended September 30, 2023. Our commercial paper issuances and subsequent redemptions were related to financing the Black Knight acquisition; and

•Dividends paid to stockholders increased $67 million primarily due to the increase in the dividend per share for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Debt

As of September 30, 2024, we had $21.2 billion in outstanding debt, consisting of $19.8 billion of unsecured senior notes and $1.4 billion under our Commercial Paper Program. Our senior notes of $19.8 billion have a weighted average to maturity of 14 years and a weighted average cost of 3.7% per annum. Our commercial paper notes had original maturities ranging from 1 to 28 days as of September 30, 2024, with a weighted average interest rate of 5.2% per annum and a weighted average remaining maturity of 19 days.

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 31, 2029. As of September 30, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.4 billion was required to back-stop the amount 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. The remaining $2.4 billion is available for working capital and general corporate purposes including, but not limited to, acting as a backstop to future increases in the amounts outstanding under the Commercial Paper Program.

We previously had a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan, with a maturity date of August 31, 2025. We borrowed the Term Loan in full on August 31, 2023 in connection with the Black Knight acquisition, and during the three months ended June 30, 2024, we fully repaid the amounts borrowed under the Term Loan.

Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities.

Upon maturity of our commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper. To mitigate this risk, we maintain the Credit Facility for an aggregate amount which meets or exceeds the amount issued under our Commercial Paper Program at any time. If we were not able to issue new commercial paper, we have the option of drawing on the backstop revolving facility. However, electing to do so would result in higher interest expense.

On February 20, 2024, we commenced a consent solicitation with respect to the outstanding notes of a subsidiary of Black Knight, or the Black Knight Notes, pursuant to which we solicited consents from eligible holders to amend the Black Knight Notes and the related indenture, under which they were issued to eliminate certain of the covenants, restrictive provisions and events of default from such indenture. The consent solicitation expired February 28, 2024, at which time the requisite majority of consents had been received. On February 29, 2024, we paid the consenting holders aggregate cash consideration of $2.5 million and the amendment to eliminate the covenant to furnish certain reports, documents and information to holders of the Black Knight notes and the trustee under the indenture governing the Black Knight Notes took effect. On June 5, 2024, we completed a private offer to exchange 99.75% of the $1 billion aggregate principal amount of the outstanding Black Knight Notes for new senior notes issued by ICE, or the ICE Original Exchange Notes, and the remaining amendments took effect at that time. 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 and thereby became freely transferable, subject to certain restrictions applicable to affiliates and broker dealers.

For additional details of our debt instruments, refer to Note 8 to our unaudited consolidated financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 2023 Form 10-K.

Capital Return

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. Shares repurchased are held in treasury stock.

In December 2021, we entered into a Rule 10b5-1trading 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. Therefore, we did not have any share repurchases during the nine months ended September 30, 2024 or 2023. The remaining balance of Board approved funds for future repurchases as of September 30, 2024 was $2.5 billion.

We may begin or discontinue stock repurchases at any time and may enter into, amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules. From time to time, we have entered, and in the future may enter, into Rule 10b5-1 trading plans, as authorized by our Board, to govern some or all of the repurchases of our shares of common stock. We expect funding for any stock repurchases to come from our operating cash flow or borrowings under our Commercial Paper Program or our debt facilities. The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. In making a determination regarding any stock repurchases, management considers multiple factors, including 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 corporate 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.

During the three months ended September 30, 2024, we paid a quarterly dividend of $0.45 per share of our common stock for an aggregate payout of $261 million, which includes the payment of dividend equivalents on unvested employee restricted stock units.

Future Capital Requirements

Our future capital requirements will depend on many factors, including the rate of growth across our segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases.

We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization ranging in the aggregate between $700 million and $740 million in 2024, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

As of September 30, 2024, we had $2.5 billion authorized for future repurchases of our common stock. We may resume repurchases of our common stock, subject to achieving certain debt leverage ratio targets. Refer to Note 10 to our consolidated financial statements included in this Quarterly Report for additional details on our stock repurchase program.

Our Board has adopted a quarterly dividend policy providing that dividends will be approved quarterly by the Board or the Audit Committee taking into account factors such as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives and our financial results and capital requirements, without a predetermined net income payout ratio. On October 31, 2024, we announced a $0.45 per share dividend for the fourth quarter of 2024 with the dividend payable on December 31, 2024 to stockholders of record as of December 16, 2024.

Other than the facilities for the ICE Clearing Houses, our Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 8 and 12 to our consolidated financial statements included in this Quarterly Report for further discussion. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be favorable to us. See “—Debt" above.

Non-GAAP Measures

Non-GAAP Financial Measures

We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.

We use these measures in communicating certain aspects of our results and performance, including in this Quarterly Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for making period-to-period comparisons of results because the adjustments to GAAP are not reflective of our core business performance.

These financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Quarterly Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.

The tables below outline our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders, and adjusted diluted earnings per share, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations and core business performance. These measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts), are as follows:


	Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Consolidated
	Nine Months Ended September 30,
Operating income adjustments:	2024			2023			2024			2023			2024			2023			2024			2023
Total revenues, less transaction-based expenses	$	3,723		$	3,304		$	1,719		$	1,668		$	1,514		$	815		$	6,956		$	5,787
Operating expenses	989			944			1,087			1,057			1,648			1,017			3,724			3,018
Less: Amortization of acquisition-related intangibles	51			49			114			127			593			316			758			492
Less: Transaction and integration costs	—			—			—			—			88			201			88			201
Less: Regulatory matter	—			11			10			—			—			—			10			11
Less: Other	11			6			20			—			—			—			31			6
Adjusted operating expenses	$	927		$	878		$	943		$	930		$	967		$	500		$	2,837		$	2,308
Operating income/(loss)	$	2,734		$	2,360		$	632		$	611		$	(134)		$	(202)		$	3,232		$	2,769
Adjusted operating income	$	2,796		$	2,426		$	776		$	738		$	547		$	315		$	4,119		$	3,479
Operating margin	73		%	71		%	37		%	37		%	(9)		%	(25)		%	46		%	48		%
Adjusted operating margin	75		%	73		%	45		%	44		%	36		%	39		%	59		%	60		%
Non-operating income adjustments:
Net income attributable to ICE common stockholders																			$	2,056		$	1,995
Add: Amortization of acquisition-related intangibles																			758			492
Add: Transaction and integration costs																			88			201
(Less)/Add: Litigation and regulatory matters																			(150)			11
Add: Net losses from unconsolidated investees																			63			91
Add: Loss on sale and fair value adjustments of equity investments and dividends received																			1			7
Less: Net interest income on pre-acquisition-related debt																			—			(12)
Add: Other																			31			22
Less: Income tax effect for the above items																			(199)			(178)
Less: Deferred tax adjustments on acquisition-related intangibles																			(26)			(131)
Less: Other tax adjustments																			—			(81)
Adjusted net income attributable to ICE common stockholders																			$	2,622		$	2,417
Diluted earnings per share attributable to ICE common stockholders																			$	3.57		$	3.55
Adjusted diluted earnings per share attributable to ICE common stockholders																			$	4.55		$	4.30
Diluted weighted average common shares outstanding																			576			562


	Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Consolidated
	Three Months Ended September 30,
Operating income adjustments:	2024			2023			2024			2023			2024			2023			2024			2023
Total revenues, less transaction-based expenses	$	1,254		$	1,114		$	586		$	559		$	509		$	330		$	2,349		$	2,003
Operating expenses	307			313			376			358			563			487			1,246			1,158
Less: Amortization of acquisition-related intangibles	17			16			37			42			198			133			252			191
Less: Transaction and integration costs	—			—			—			—			37			155			37			155
Less: Regulatory matter	—			—			10			—			—			—			10			—
Less/(Add): Other	(19)			—			6			—			—			—			(13)			—
Adjusted operating expenses	$	309		$	297		$	323		$	316		$	328		$	199		$	960		$	812
Operating income/(loss)	$	947		$	801		$	210		$	201		$	(54)		$	(157)		$	1,103		$	845
Adjusted operating income	$	945		$	817		$	263		$	243		$	181		$	131		$	1,389		$	1,191
Operating margin	76		%	72		%	36		%	36		%	(11)		%	(48)		%	47		%	42		%
Adjusted operating margin	75		%	73		%	45		%	44		%	35		%	39		%	59		%	59		%
Non-operating income adjustments:
Net income attributable to ICE common stockholders																			$	657		$	541
Add: Amortization of acquisition-related intangibles																			252			191
Add: Transaction and integration costs																			37			155
Add: Regulatory matter																			10			—
Add: Net losses from unconsolidated investees																			18			26
(Less)/Add: Loss on sale and fair value adjustments of equity investments and dividends received																			(2)			7

(Less)/Add: Other																			(13)			16
Less: Income tax effect for the above items																			(74)			(66)
Add/(Less): Deferred tax adjustments on acquisition-related intangibles																			9			(46)

Adjusted net income attributable to ICE common stockholders																			$	894		$	824
Diluted earnings per share attributable to ICE common stockholders																			$	1.14		$	0.96
Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.55		$	1.46
Diluted weighted average common shares outstanding																			577			565

Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results. For the nine months ended September 30, 2024, included in amortization of acquisition-related intangibles is $3 million of impairment related to developed technology within our Exchanges Segment.

Transaction and integration costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing, or termination of a transaction. However, we adjust for the acquisition-related transaction and integration costs for acquisitions such as Black Knight and Ellie Mae given the magnitude of the $11.8 billion and $11.4 billion, respectively, purchase prices of the acquisitions.

Litigation and regulatory matters during the nine months ended September 30, 2024 include the $160 million gain related to the PennyMac arbitration award resolution and payment received and a regulatory accrual of $10 million during the three months ended September 30, 2024. Litigation and regulatory matters during the nine months ended September 30, 2023 include an accrual related to a regulatory settlement of $11 million. We do not consider events of this type to be reflective of our core business.

We adjust for our share of net gains/(losses) related to our equity method investments, which primarily include OCC and Bakkt. In addition, during the nine and three months ended September 30, 2024, we excluded a $1 million fair value loss and a $2 million fair value gain, respectively, on our equity investments without readily determinable fair values related to an impairment and identifying an observable price change in one of our investments. During the nine months ended September 30, 2023, we excluded the combined loss of $7 million related to our fair value adjustment and sale of our investment in Dun & Bradstreet, net of dividends. We believe these adjustments provide greater clarity of our performance, given that equity and equity method investments are non-cash and not a part of our core operations.

During the nine months ended September 30, 2023, we excluded $12 million of net interest income on interest earned on investments from the pre-acquisition debt proceeds, net of interest expense on pre-acquisition-related debt from our May 2022 debt refinancing related to the Black Knight acquisition.

Other adjustments not considered to be a part of our core business operations include:

•Duplicate rent expense of $21 million and $7 million incurred during the nine and three months ended September 30, 2024, respectively, related to our new London and New York leased offices. We took possession of the new London and New York leases during the fourth quarter of 2023 and first quarter 2024, respectively. The London office transition is complete, and we expect the transition to our new New York space to be completed in the fourth quarter of 2024. We view these duplicate non-cash rent expenses of the new offices during the transition to be incremental, non-recurring, and not related to our normal operations.

•During the nine months ended September 30, 2024, net $10 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024. This includes $30 million of expense for valid claims accrued as of June 30, 2024, net of $20 million in insurance proceeds received during the three months ended September 30, 2024.

•During the nine months ended September 30, 2023, $6 million of expense for claims made following a NYSE system outage that occurred in January 2023 and an impairment related to our consolidated audit trail, or CAT, loan receivable of $16 million.

Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments, deferred tax adjustments on acquisition-related intangibles, and other tax adjustments. The deferred tax adjustments on acquisition-related intangibles include a benefit of $26 million and an expense of $9 million for the nine and three months ended September 30, 2024, respectively, and a benefit of $131 million and $46 million for the nine and three months ended September 30, 2023, respectively, are primarily related to U.S. state apportionment changes. Other tax adjustments include a net benefit of $81 million during the nine months ended September 30, 2023 primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment changes in prior years.

Non-GAAP Liquidity Measures

We consider free cash flow and adjusted free cash flow to be non-GAAP liquidity measures that provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow and adjusted free cash flow are also useful when comparing our performance to that of our competitors, and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business, as well as adjust for timing differences related to the payment of section 31 fees. These non-GAAP liquidity measures are not presented in accordance with, or as an alternative to, GAAP liquidity measures and may be different from non-GAAP measures used by other companies. Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions):


	Nine Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	3,103	$	2,573
Less: Capital expenditures	(212)		(104)
Less: Capitalized software development costs	(264)		(222)
Free cash flow	2,627		2,247
Add: Section 31 fees	4		205
Adjusted free cash flow	$	2,631	$	2,452

For additional information on these items, refer to our consolidated financial statements included in this Quarterly Report and “—Consolidated Operating Expenses” above.

Off-Balance Sheet Arrangements

As described in Note 12 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, certain clearing house collateral is reported off-balance sheet. We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities.

Contractual Obligations and Commercial Commitments

During the nine months ended September 30, 2024, we entered into a 15 year lease in New York City resulting in an initial net lease liability of $71 million. Other than this lease, there were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K.

New and Recently Adopted Accounting Pronouncements

Critical Accounting Policies

During the nine months ended September 30, 2024, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of our operating and financing activities, we are exposed to market risks such as interest rate risk, foreign currency exchange rate risk and credit risk. We have implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. There have been no material changes to the Company’s exposure to market risks from those disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Controls over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. Other Information

ITEM 1. LEGAL PROCEEDINGS

See Note 13 to the consolidated financial statements and related notes, which is incorporated by reference herein.

ITEM 1(A). RISK FACTORS

During the nine months ended September 30, 2024, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our 2023 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the "—Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business—Regulation” in our 2023 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our 2023 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchases

During the nine months ended September 30, 2024, there were no 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.

Refer to Note 10 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for details on our stock repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

The following officers and directors adopted plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

(a) On August 6, 2024, Mayur Kapani, our Chief Technology Officer, terminated a trading plan for the sale of shares of ICE common stock, which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The terminated plan was adopted on March 8, 2024 and would have expired on the earlier of (i) March 7, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the terminated plan. The aggregate number of shares to be sold under the terminated plan was 2,790 shares.

(b) On August 12, 2024, Lynn C. Martin, our President, NYSE Group and Chair, ICE Fixed Income & Data Services, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan expires on the earlier of (i) July 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan. The aggregate number of shares to be sold under the plan is 8,310 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Ms. Martin's tax withholding obligations.

(c) On August 14, 2024, Benjamin R. Jackson, our President, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan expires on the earlier of (i) July 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan. The aggregate number of shares to be sold under the plan is 39,110 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Jackson's tax withholding obligations.

(d) On September 9, 2024, Mayur Kapani, our Chief Technology Officer, adopted a trading plan for the sale of shares of ICE common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan expires on the earlier of (i) July 31, 2025 or (ii) upon the completion of the sale of the maximum number of shares under the plan. The aggregate number of shares to be sold under the plan is 16,985 shares plus an undetermined number of shares to be sold resulting from the vesting of performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Kapani's tax withholding obligations.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and employee stock purchase plan and have made, and may from time to time, make elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

ITEM 6. EXHIBITS


Exhibit Number		Description of Document
3.1	—	Sixth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No. 001-36198).

3.2	—	Ninth Amended and Restated Bylaws of Intercontinental Exchange, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.2 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on August 22, 2022, File No. 001-36198).

4.1	—	Form of 3.625% Global Note due 2028 (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.'s Registration Statement on Form S-4 filed with the SEC on August 2, 2024 , File No. 333-281203 ).

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**	—	Section 1350 Certification of Chief Executive Officer.

32.2**	—	Section 1350 Certification of Chief Financial Officer.

101	—	The following materials from Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.

104	—	The cover page from Intercontinental Exchange, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in Inline XBRL.

*	Filed herewith.
**	Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Intercontinental Exchange, Inc. (Registrant)

Date: October 31, 2024	By:	/s/ A. Warren Gardiner
		A. Warren Gardiner
		Chief Financial Officer
		(Principal Financial Officer)