Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On October 29, 2026, Intercontinental
Exchange, Inc. (“ICE”) announced its financial results for the fiscal quarter ended September 30, 2026. A copy of ICE’s
press release announcing such financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained
herein, including the attached press release, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
ICE makes references to non-GAAP
financial information in the attached press release. A description of the non-GAAP financial information and a reconciliation of the non-GAAP
financial information to the comparable GAAP financial measures are contained in the attached press release and ICE’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2026.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Exhibit 99.1
Intercontinental Exchange Reports Third Quarter
2026
| • |
3Q26 net revenues of $2.8 billion, +15% y/y |
Jeff Sprecher,
ICE Chair & Chief Executive Officer, said,
"We're pleased to report the best third quarter in ICE's history,
with revenues, operating income and earnings per share each growing by double digits. Our customers come to ICE to manage risk, to connect
with one another, to access our data and to run critical parts of their business on our platforms. They want to trade, hedge and access
data whenever markets are moving, and we're building our networks to meet them there. Looking ahead, we'll keep expanding our markets,
data and technology to meet our customers' needs, and we enter the fourth quarter with strong momentum." |
| |
|
|
| • |
3Q26 GAAP diluted earnings per share (EPS) of $1.67, +18% y/y |
| |
|
|
| • |
3Q26 adj. diluted EPS of $2.02, +18% y/y |
| |
|
|
| • |
3Q26 operating income of $1.4 billion, +20% y/y; adj. operating income of $1.7 billion, +19% y/y |
| |
|
|
| • |
3Q26 operating margin of 51%; adj. operating margin of 61% |
| |
|
|
| • |
Through
September 30, 2026, returned $2.5 billion to stockholders, including $1.6 billion in share repurchases |
| |
|
|
|
ATLANTA & NEW YORK, October 29,
2026 - Intercontinental Exchange (NYSE: ICE), a leading global provider of technology and data, today reported financial results
for the third quarter of 2026. For the quarter ended September 30, 2026, consolidated net income attributable to ICE was $940 million
on $2.8 billion of consolidated revenues, less transaction-based expenses. Third quarter GAAP diluted EPS were $1.67. Adjusted net income
attributable to ICE was $1.1 billion in the third quarter and adjusted diluted EPS were $2.02. Please refer to the reconciliation of non-GAAP
financial measures included in this press release for more information on our adjusted operating expenses, adjusted operating income,
adjusted operating margin, adjusted net income, adjusted diluted EPS and adjusted free cash flow.
Warren Gardiner, ICE Chief Financial Officer, added: "Through
the first nine months of the year, we've delivered record revenues, adjusted operating income and adjusted earnings per share, underscoring
the strength and durability of our business model. Our strong and growing cash flows enabled us to return a record $2.5 billion to stockholders
year to date, including a record $1.6 billion of share repurchases, while continuing to invest in strategic growth initiatives. As we
look to the balance of the year and into 2027, we expect to continue returning capital to stockholders alongside our deleveraging plan
following the close of MarketAxess, extending our track record of growth and value creation."
Third Quarter 2026 Business Highlights
Third quarter consolidated net revenues were $2.8 billion including
exchange net revenues of $1.5 billion, fixed income and data services revenues of $674 million and mortgage technology revenues of $549
million. Consolidated operating expenses were $1.4 billion for the third quarter of 2026. On an adjusted basis, consolidated operating
expenses were $1.1 billion. Consolidated operating income for the third quarter was $1.4 billion, and the operating margin was 51%. On
an adjusted basis, consolidated operating income for the third quarter was $1.7 billion, and the adjusted operating margin was 61%.
| $ (in millions) | |
Net Revenues | |
Op Margin | |
Adj Op Margin |
| | |
3Q26 |
| Exchanges | |
$1,542 | |
75% | |
76% |
| Fixed Income and Data Services | |
$674 | |
36% | |
46% |
| Mortgage Technology | |
$549 | |
2% | |
40% |
| Consolidated | |
$2,765 | |
51% | |
61% |
| | |
| |
| |
|
| | |
3Q26 | |
3Q25 | |
% Chg |
| Recurring Revenues | |
$1,365 | |
$1,275 | |
7% |
| Transaction Revenues, net | |
$1,400 | |
$1,136 | |
23% |
Exchanges Segment Results
Third quarter exchange net revenues were $1.5 billion. Exchange operating
expenses were $390 million, and adjusted operating expenses were $373 million in the third quarter. Segment operating income for the third
quarter was $1.2 billion, and the operating margin was 75%. On an adjusted basis, operating income was $1.2 billion, and the adjusted
operating margin was 76%.
| $ (in millions) | |
3Q26 | |
3Q25 | |
% Chg | |
Const
Curr(1) |
| Revenues, net: | |
| |
| |
| |
|
| Energy | |
$603 | |
$482 | |
25% | |
26% |
| Ags and Metals | |
83 | |
51 | |
62% | |
62% |
| Financials(2) | |
190 | |
139 | |
37% | |
37% |
| Cash Equities and Equity Options, net | |
132 | |
105 | |
25% | |
25% |
| OTC and Other(3) | |
112 | |
99 | |
13% | |
14% |
| Data and Connectivity Services | |
292 | |
264 | |
10% | |
10% |
| Listings | |
130 | |
125 | |
4% | |
4% |
| Segment Revenues | |
$1,542 | |
$1,265 | |
22% | |
22% |
| | |
| |
| |
| |
|
| Recurring Revenues | |
$422 | |
$389 | |
8% | |
8% |
| Transaction Revenues, net | |
$1,120 | |
$876 | |
28% | |
28% |
(1) Net revenues in constant currency are calculated holding
both the pound sterling and euro at the average exchange rate from 3Q25, 1.3488 and 1.1689, respectively.
(2) Financials include interest rates and other financial
futures and options.
(3) OTC & Other includes 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 member fees, bilateral trading fees, non-exchange
execution revenue, electronic trade document confirmation services, and agriculture grading and certification fees.
Fixed Income and Data Services Segment Results
Third quarter fixed income and data services revenues were $674 million.
Fixed income and data services operating expenses were $429 million, and adjusted operating expenses were $365 million in the third quarter.
Segment operating income for the third quarter was $245 million, and the operating margin was 36%. On an adjusted basis, operating income
was $309 million, and the adjusted operating margin was 46%.
| $ (in millions) | |
3Q26 | |
3Q25 | |
% Chg | |
Const Curr(1) |
| Revenues: | |
| |
| |
| |
|
| Fixed Income Execution | |
$34 | |
$33 | |
5% | |
5% |
| CDS Clearing | |
102 | |
90 | |
12% | |
13% |
| Fixed Income Data and Analytics | |
336 | |
311 | |
8% | |
8% |
| Data and Network Technology | |
202 | |
184 | |
10% | |
10% |
| Segment Revenues | |
$674 | |
$618 | |
9% | |
9% |
| | |
| |
| |
| |
|
| Recurring Revenues | |
$538 | |
$495 | |
9% | |
9% |
| Transaction Revenues | |
$136 | |
$123 | |
10% | |
11% |
(1) Revenues in constant currency are calculated holding
both the pound sterling and euro at the average exchange rate from 3Q25, 1.3488 and 1.1689, respectively.
Mortgage Technology Segment Results
Third quarter mortgage technology revenues were $549 million. Mortgage
technology operating expenses were $536 million, and adjusted operating expenses were $330 million in the third quarter. Segment operating
income for the third quarter was $13 million, and the operating margin was 2%. On an adjusted basis, operating income was $219 million,
and the adjusted operating margin was 40%.
| $ (in millions) | |
3Q26 | |
3Q25 | |
% Chg |
| Revenues: | |
| |
| |
|
| Origination Technology | |
$189 | |
$188 | |
1% |
| Closing Solutions | |
60 | |
58 | |
4% |
| Servicing Software | |
229 | |
216 | |
6% |
| Data and Analytics | |
71 | |
66 | |
6% |
| Segment Revenues | |
$549 | |
$528 | |
4% |
| | |
| |
| |
|
| Recurring Revenues | |
$405 | |
$391 | |
4% |
| Transaction Revenues | |
$144 | |
$137 | |
4% |
Other Matters
| • | Operating cash flow through the third quarter of 2026 was $4.5 billion and adjusted free cash flow was $3.7 billion. |
| • | Unrestricted cash was $936 million and outstanding debt was $23.3 billion as of September 30, 2026. |
| • | Through the third quarter of 2026, ICE repurchased $1.6 billion of its common stock and paid
$884 million in dividends. |
| • | On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), effective as of October 21, 2026, satisfying
the HSR Act condition in ICE’s acquisition of MarketAxess Holdings Inc. The merger remains subject to the remaining customary closing
conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger
to close in the first quarter of 2027 ahead of the first-half of 2027 timeline ICE announced in July. |
Updated Financial Guidance
| |
GAAP |
Non-GAAP |
| 2026 Exchange Recurring Revenue (% growth) |
9% |
| 2026 Fixed Income & Data Services Recurring Revenue (% growth) |
8% |
| 4Q26 Operating Expenses |
$1.317 - $1.327 billion |
$1.082 - $1.092 billion(1) |
| 4Q26 Non-Operating Expense |
$170 - $180 million |
$175 - $185 million(2) |
| 2026 Capital Expenditures |
~$1.050 billion |
| 4Q26 Weighted Average Shares Outstanding |
558 - 563 million |
(1) 4Q26 non-GAAP operating expenses excludes amortization of acquisition-related
intangibles.
(2) Adjusted non-operating expense excludes equity earnings from unconsolidated
investees and net interest on pre-acquisition-related debt.
Earnings Conference Call Information
ICE will hold a conference call today, October 29, 2026, at 8:30
a.m. ET to review its third quarter 2026 financial results. A live audio webcast of the earnings call will be available on the company's
website at www.ice.com in the investor relations section. Participants may also listen via telephone by dialing 833-461-5787 from the
United States or 585-542-9983 from outside of the United States. Telephone participants are required to provide the participant entry
number 272521750 and are recommended to call 10 minutes prior to the start of the call. The call will be archived on the company's
website for replay.
The conference call for the fourth quarter 2026 earnings has been scheduled
for February 4th, 2027 at 8:30 a.m. ET. Please refer to the Investor Relations website at www.ir.theice.com for additional information.
Historical futures, options and cash ADV, rate per contract, open interest
data and CDS cleared information can be found at: https://ir.theice.com/investor-resources/supplemental-information/default.aspx
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
| | |
Nine Months Ended September 30, | | |
Three Months Ended September 30, | |
| Revenues: | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Exchanges | |
$ | 7,286 | | |
$ | 6,118 | | |
$ | 2,407 | | |
$ | 1,861 | |
| Fixed income and data services | |
| 1,976 | | |
| 1,811 | | |
| 674 | | |
| 618 | |
| Mortgage technology | |
| 1,645 | | |
| 1,569 | | |
| 549 | | |
| 528 | |
| Total revenues | |
| 10,907 | | |
| 9,498 | | |
| 3,630 | | |
| 3,007 | |
| Transaction-based expenses: | |
| | | |
| | | |
| | | |
| | |
| Section 31 fees | |
| 571 | | |
| 412 | | |
| 283 | | |
| — | |
| Cash liquidity payments, routing and clearing | |
| 1,928 | | |
| 1,659 | | |
| 582 | | |
| 596 | |
| Total revenues, less transaction-based expenses | |
| 8,408 | | |
| 7,427 | | |
| 2,765 | | |
| 2,411 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Compensation and benefits | |
| 1,540 | | |
| 1,463 | | |
| 526 | | |
| 483 | |
| Professional services | |
| 109 | | |
| 120 | | |
| 37 | | |
| 39 | |
| Acquisition-related transaction and integration costs | |
| 102 | | |
| 51 | | |
| 49 | | |
| 9 | |
| Technology and communication | |
| 725 | | |
| 647 | | |
| 245 | | |
| 219 | |
| Rent and occupancy | |
| 72 | | |
| 64 | | |
| 25 | | |
| 23 | |
| Selling, general and administrative | |
| 222 | | |
| 219 | | |
| 74 | | |
| 77 | |
| Depreciation and amortization | |
| 1,172 | | |
| 1,171 | | |
| 399 | | |
| 387 | |
| Total operating expenses | |
| 3,942 | | |
| 3,735 | | |
| 1,355 | | |
| 1,237 | |
| Operating income | |
| 4,466 | | |
| 3,692 | | |
| 1,410 | | |
| 1,174 | |
| Other income/(expense): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 94 | | |
| 92 | | |
| 43 | | |
| 28 | |
| Interest expense | |
| (630 | ) | |
| (599 | ) | |
| (222 | ) | |
| (192 | ) |
| Other income, net | |
| 496 | | |
| 95 | | |
| 11 | | |
| 71 | |
| Total other income/(expense), net | |
| (40 | ) | |
| (412 | ) | |
| (168 | ) | |
| (93 | ) |
| Income before income tax expense | |
| 4,426 | | |
| 3,280 | | |
| 1,242 | | |
| 1,081 | |
| Income tax expense | |
| 1,063 | | |
| 772 | | |
| 286 | | |
| 250 | |
| Net income | |
$ | 3,363 | | |
$ | 2,508 | | |
$ | 956 | | |
$ | 831 | |
| Net income attributable to non-controlling interests | |
| (52 | ) | |
| (44 | ) | |
| (16 | ) | |
| (15 | ) |
| Net income attributable to Intercontinental Exchange, Inc. | |
$ | 3,311 | | |
$ | 2,464 | | |
$ | 940 | | |
$ | 816 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 5.87 | | |
$ | 4.30 | | |
$ | 1.68 | | |
$ | 1.43 | |
| Diluted | |
$ | 5.85 | | |
$ | 4.28 | | |
$ | 1.67 | | |
$ | 1.42 | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 564 | | |
| 573 | | |
| 561 | | |
| 572 | |
| Diluted | |
| 566 | | |
| 576 | | |
| 563 | | |
| 574 | |
Consolidated Balance Sheets
(In millions)
| | |
As of September 30, 2026 (Unaudited) | | |
As of December 31, 2025 | |
| Assets: | |
| | |
| |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 936 | | |
$ | 837 | |
| Short-term restricted cash and cash equivalents | |
| 4,226 | | |
| 748 | |
| Short-term restricted investments | |
| 1,005 | | |
| 629 | |
| Cash and cash equivalent margin deposits and guaranty funds | |
| 113,274 | | |
| 76,789 | |
| Invested deposits, delivery contracts receivable and unsettled variation margin | |
| 2,811 | | |
| 4,437 | |
| Customer accounts receivable, net | |
| 1,879 | | |
| 1,552 | |
| Prepaid expenses and other current assets | |
| 756 | | |
| 786 | |
| Total current assets | |
| 124,887 | | |
| 85,778 | |
| Property and equipment, net | |
| 2,972 | | |
| 2,691 | |
| Other non-current assets: | |
| | | |
| | |
| Goodwill | |
| 30,664 | | |
| 30,646 | |
| Other intangible assets, net | |
| 14,656 | | |
| 15,353 | |
| Long-term restricted cash and cash equivalents | |
| 260 | | |
| 240 | |
| Long-term restricted investments | |
| 136 | | |
| 141 | |
| Other non-current assets | |
| 3,455 | | |
| 2,038 | |
| Total other non-current assets | |
| 49,171 | | |
| 48,418 | |
| Total assets | |
$ | 177,030 | | |
$ | 136,887 | |
| Liabilities and Equity: | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 1,187 | | |
$ | 1,078 | |
| Section 31 fees payable | |
| 94 | | |
| — | |
| Accrued salaries and benefits | |
| 386 | | |
| 455 | |
| Deferred revenue | |
| 416 | | |
| 204 | |
| Short-term debt | |
| 2,959 | | |
| 1,035 | |
| Margin deposits and guaranty funds | |
| 113,274 | | |
| 76,789 | |
| Invested deposits, delivery contracts payable and unsettled variation margin | |
| 2,811 | | |
| 4,437 | |
| Other current liabilities | |
| 174 | | |
| 118 | |
| Total current liabilities | |
| 121,301 | | |
| 84,116 | |
| Non-current liabilities: | |
| | | |
| | |
| Non-current deferred tax liability, net | |
| 4,133 | | |
| 3,998 | |
| Long-term debt | |
| 20,345 | | |
| 18,609 | |
| Accrued employee benefits | |
| 178 | | |
| 174 | |
| Non-current operating lease liability | |
| 685 | | |
| 635 | |
| Other non-current liabilities | |
| 411 | | |
| 364 | |
| Total non-current liabilities | |
| 25,752 | | |
| 23,780 | |
| Total liabilities | |
| 147,053 | | |
| 107,896 | |
| Commitments and contingencies | |
| | | |
| | |
| Redeemable non-controlling interest in consolidated subsidiaries | |
| 30 | | |
| 22 | |
| Equity: | |
| | | |
| | |
| Intercontinental Exchange, Inc. stockholders’ equity: | |
| | | |
| | |
| Common stock | |
| 7 | | |
| 7 | |
| Treasury stock, at cost | |
| (9,505 | ) | |
| (7,792 | ) |
| Additional paid-in capital | |
| 16,952 | | |
| 16,643 | |
| Retained earnings | |
| 22,708 | | |
| 20,281 | |
| Accumulated other comprehensive loss | |
| (263 | ) | |
| (224 | ) |
| Total Intercontinental Exchange, Inc. stockholders’ equity | |
| 29,899 | | |
| 28,915 | |
| Non-controlling interest in consolidated subsidiaries | |
| 48 | | |
| 54 | |
| Total equity | |
| 29,947 | | |
| 28,969 | |
| Total liabilities and equity | |
$ | 177,030 | | |
$ | 136,887 | |
Non-GAAP
Financial Measures and Reconciliation
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 our Quarterly Report on Form 10-Q, 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 our Quarterly Report on Form10-Q, 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, and adjusted diluted earnings per share attributable to ICE common stockholders,
which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations or core
business performance.
Non-GAAP Liquidity Measures and Reconciliation
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 useful as the bases for 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. The table below presents free cash flow and adjusted free cash flow, including the related adjustments.
Adjusted Operating Income, Operating Margin
and Operating Expense Reconciliation
(In millions)
(Unaudited)
| | |
Exchanges
Segment | | |
Fixed Income
and Data
Services
Segment | | |
Mortgage
Technology
Segment | | |
Consolidated | |
| | |
Nine Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Total revenues, less transaction-based expenses | |
$ | 4,787 | | |
$ | 4,047 | | |
$ | 1,976 | | |
$ | 1,811 | | |
$ | 1,645 | | |
$ | 1,569 | | |
$ | 8,408 | | |
$ | 7,427 | |
| Operating expenses | |
| 1,154 | | |
| 1,064 | | |
| 1,188 | | |
| 1,108 | | |
| 1,600 | | |
| 1,563 | | |
| 3,942 | | |
| 3,735 | |
| Less: Amortization of acquisition-related intangibles | |
| 49 | | |
| 48 | | |
| 109 | | |
| 113 | | |
| 555 | | |
| 594 | | |
| 713 | | |
| 755 | |
| Less: Transaction and integration costs | |
| — | | |
| — | | |
| 28 | | |
| — | | |
| 70 | | |
| 48 | | |
| 98 | | |
| 48 | |
| Less/(Add): Regulatory matters | |
| — | | |
| 4 | | |
| (10 | ) | |
| — | | |
| — | | |
| — | | |
| (10 | ) | |
| 4 | |
| Adjusted operating expenses | |
$ | 1,105 | | |
$ | 1,012 | | |
$ | 1,061 | | |
$ | 995 | | |
$ | 975 | | |
$ | 921 | | |
$ | 3,141 | | |
$ | 2,928 | |
| Operating income | |
$ | 3,633 | | |
$ | 2,983 | | |
$ | 788 | | |
$ | 703 | | |
$ | 45 | | |
$ | 6 | | |
$ | 4,466 | | |
$ | 3,692 | |
| Adjusted operating income | |
$ | 3,682 | | |
$ | 3,035 | | |
$ | 915 | | |
$ | 816 | | |
$ | 670 | | |
$ | 648 | | |
$ | 5,267 | | |
$ | 4,499 | |
| Operating margin | |
| 76 | % | |
| 74 | % | |
| 40 | % | |
| 39 | % | |
| 3 | % | |
| —% | | |
| 53 | % | |
| 50 | % |
| Adjusted operating margin | |
| 77 | % | |
| 75 | % | |
| 46 | % | |
| 45 | % | |
| 41 | % | |
| 41 | % | |
| 63 | % | |
| 61 | % |
Adjusted Operating Income, Operating Margin
and Operating Expense Reconciliation
(In millions)
(Unaudited)
| | |
Exchanges
Segment | | |
Fixed Income
and Data
Services
Segment | | |
Mortgage
Technology
Segment | | |
Consolidated | |
| | |
Three Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Total revenues, less transaction-based expenses | |
$ | 1,542 | | |
$ | 1,265 | | |
$ | 674 | | |
$ | 618 | | |
$ | 549 | | |
$ | 528 | | |
$ | 2,765 | | |
$ | 2,411 | |
| Operating expenses | |
| 390 | | |
| 357 | | |
| 429 | | |
| 374 | | |
| 536 | | |
| 506 | | |
| 1,355 | | |
| 1,237 | |
| Less: Amortization of acquisition-related intangibles | |
| 17 | | |
| 16 | | |
| 36 | | |
| 38 | | |
| 186 | | |
| 195 | | |
| 239 | | |
| 249 | |
| Less: Transaction and integration costs | |
| — | | |
| — | | |
| 28 | | |
| — | | |
| 20 | | |
| 7 | | |
| 48 | | |
| 7 | |
| Adjusted operating expenses | |
$ | 373 | | |
$ | 341 | | |
$ | 365 | | |
$ | 336 | | |
$ | 330 | | |
$ | 304 | | |
$ | 1,068 | | |
$ | 981 | |
| Operating income | |
$ | 1,152 | | |
$ | 908 | | |
$ | 245 | | |
$ | 244 | | |
$ | 13 | | |
$ | 22 | | |
$ | 1,410 | | |
$ | 1,174 | |
| Adjusted operating income | |
$ | 1,169 | | |
$ | 924 | | |
$ | 309 | | |
$ | 282 | | |
$ | 219 | | |
$ | 224 | | |
$ | 1,697 | | |
$ | 1,430 | |
| Operating margin | |
| 75 | % | |
| 72 | % | |
| 36 | % | |
| 39 | % | |
| 2 | % | |
| 4 | % | |
| 51 | % | |
| 49 | % |
| Adjusted operating margin | |
| 76 | % | |
| 73 | % | |
| 46 | % | |
| 45 | % | |
| 40 | % | |
| 42 | % | |
| 61 | % | |
| 59 | % |
Adjusted Net Income Attributable to ICE and
Diluted EPS
(In millions)
(Unaudited)
| | |
Nine Months Ended
September 30, 2026 | | |
Nine Months Ended
September 30, 2025 | |
| Net income attributable to ICE | |
$ | 3,311 | | |
$ | 2,464 | |
| Add: Amortization of acquisition-related intangibles | |
| 713 | | |
| 755 | |
| Add: Transaction and integration costs | |
| 98 | | |
| 48 | |
| (Less)/Add: Regulatory matters | |
| (10 | ) | |
| 4 | |
| Less: Net income from unconsolidated investees | |
| (59 | ) | |
| (75 | ) |
| Less: Fair value adjustments of equity investments | |
| (452 | ) | |
| (35 | ) |
| Add: Net interest expense on pre-acquisition-related debt | |
| 6 | | |
| — | |
| Less: Income tax effect for the above items | |
| (77 | ) | |
| (180 | ) |
| Add: Deferred tax adjustments on acquisition-related intangibles | |
| 18 | | |
| 45 | |
| Less: Other tax adjustments | |
| — | | |
| (8 | ) |
| Adjusted net income attributable to ICE | |
$ | 3,548 | | |
$ | 3,018 | |
| | |
| | | |
| | |
| Diluted earnings per share attributable to ICE common stockholders | |
$ | 5.85 | | |
$ | 4.28 | |
| | |
| | | |
| | |
| Adjusted diluted earnings per share attributable to ICE common stockholders | |
$ | 6.27 | | |
$ | 5.24 | |
| | |
| | | |
| | |
| Diluted weighted average common shares outstanding | |
| 566 | | |
| 576 | |
Adjusted Net Income Attributable to ICE and
Diluted EPS
(In millions)
(Unaudited)
| | |
Three Months Ended September 30, 2026 | | |
Three Months Ended September 30, 2025 | |
| Net income attributable to ICE | |
$ | 940 | | |
$ | 816 | |
| Add: Amortization of acquisition-related intangibles | |
| 239 | | |
| 249 | |
| Add: Transaction and integration costs | |
| 48 | | |
| 7 | |
| Less: Net income from unconsolidated investees | |
| (16 | ) | |
| (40 | ) |
| Less: Fair value adjustments of equity investments | |
| — | | |
| (33 | ) |
| Add: Net interest expense on pre-acquisition-related debt | |
| 6 | | |
| — | |
| Less: Income tax effect for the above items | |
| (72 | ) | |
| (50 | ) |
| (Less)/Add: Deferred tax adjustments on acquisition-related intangibles | |
| (9 | ) | |
| 39 | |
| Less: Other tax adjustments | |
| — | | |
| (8 | ) |
| Adjusted net income attributable to ICE | |
$ | 1,136 | | |
$ | 980 | |
| | |
| | | |
| | |
| Diluted earnings per share attributable to ICE common stockholders | |
$ | 1.67 | | |
$ | 1.42 | |
| | |
| | | |
| | |
| Adjusted diluted earnings per share attributable to ICE common stockholders | |
$ | 2.02 | | |
$ | 1.71 | |
| | |
| | | |
| | |
| Diluted weighted average common shares outstanding | |
| 563 | | |
| 574 | |
Adjusted Free Cash Flow Calculation
(In millions)
(Unaudited)
| | |
Nine Months Ended September 30, 2026 | | |
Nine Months Ended September 30, 2025 | |
| Net cash provided by operating activities | |
$ | 4,486 | | |
$ | 3,387 | |
| Less: Capital expenditures | |
| (318 | ) | |
| (207 | ) |
| Less: Capitalized software development costs | |
| (346 | ) | |
| (318 | ) |
| Free cash flow | |
$ | 3,822 | | |
$ | 2,862 | |
| (Less)/Add: Section 31 fees, net | |
| (94 | ) | |
| 316 | |
| Adjusted free cash flow | |
$ | 3,728 | | |
$ | 3,178 | |
About Intercontinental Exchange
Intercontinental Exchange, Inc. (NYSE: ICE) is
a Fortune 500 company that designs, builds and operates digital networks that connect people to opportunity. We provide financial technology
and data services across major asset classes helping our customers access mission-critical workflow tools that increase transparency and
efficiency. ICE’s futures, equity, and options exchanges – including the New York Stock Exchange – and clearing houses
help people invest, raise capital and manage risk. We offer some of the world’s largest markets to trade and clear energy and environmental
products. Our fixed income, data services and execution capabilities provide information, analytics and platforms that help our customers
streamline processes and capitalize on opportunities. At ICE Mortgage Technology, we are transforming U.S. housing finance, from initial
consumer engagement through loan production, closing, registration and the long-term servicing relationship. Together, ICE transforms,
streamlines and automates industries to connect our customers to opportunity.
Trademarks of ICE and/or its affiliates include
Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual
property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at https://www.ice.com/privacy-security-center/terms-of-use.
Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can
be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995 - Statements in this press release regarding ICE's business that are not historical facts are "forward-looking
statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC)
filings, including, but not limited to, the risk factors in Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the
year ended December 31, 2025, as filed with the SEC on February 5, 2026. We caution you not to place undue reliance
on these 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 forward-looking statement or statements to reflect events or circumstances after the date on which
such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible
for management to predict all factors that may affect our business and prospects. Further, 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.
SOURCE: Intercontinental Exchange
Category: Corporate
ICE Investor Relations Contact:
Steve Eagerton
+1 904 854 3683
steve.eagerton@ice.com
investors@ice.com
ICE Media Contact:
Rebecca Mitchell
+44 207 065 7804
rebecca.mitchell@ice.com
media@ice.com