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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2024

Intercontinental Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36198	46-2286804
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 857-4700

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	ICE	New York Stock Exchange

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ¨

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. ¨

Item 2.02. Results of Operations and Financial Condition.

On May 2, 2024, Intercontinental Exchange, Inc. (“ICE”) announced its financial results for the fiscal quarter ended March 31, 2024. 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 March 31, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

99.1	Press release dated May 2, 2024.

104	The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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.

		INTERCONTINENTAL EXCHANGE, INC.


Date: May 2, 2024		/s/ A. Warren Gardiner
		A. Warren Gardiner
		Chief Financial Officer

EX-99.1 2 tm2413229d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Intercontinental Exchange Reports Strong First Quarter 2024

· Record 1Q24 net revenues of $2.3 billion, +21% y/y			Jeffrey C. Sprecher, ICE Chair & Chief Executive Officer, said, "We are pleased to report strong first quarter results that extend our track record of revenue and earnings per share growth. Our customers continue to rely on our mission-critical data and technology to manage risk and capture workflow efficiencies, reflecting the all-weather nature of our business model. As we look to the balance of the year and beyond, we remain focused on innovating for our customers, investing in future growth and creating value for our stockholders."

· 1Q24 GAAP diluted earnings per share (EPS) of $1.33, +14% y/y

· 1Q24 adj. diluted EPS of $1.48, +5% y/y

· Record 1Q24 operating income of $1.1 billion, +10% y/y; Record adj. operating income of $1.4 billion, +18% y/y

· 1Q24 operating margin of 46%; adj. operating margin of 59%

ATLANTA & NEW YORK, May 2, 2024 - Intercontinental Exchange (NYSE: ICE), a leading global provider of technology and data, today reported financial results for the first quarter of 2024. For the quarter ended March 31, 2024, consolidated net income attributable to ICE was $767 million on $2.3 billion of consolidated revenues, less transaction-based expenses. First quarter GAAP diluted EPS were $1.33. Adjusted net income attributable to ICE was $852 million in the first quarter and adjusted diluted EPS were $1.48. 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: "In the first quarter, we generated record revenues and record operating income. This performance not only reflects the strength of our balanced and diversified business but also the strategic investments that we have made to drive long-term profitable growth and to create value for our stockholders." First quarter consolidated net revenues were $2.3 billion including exchange net revenues of $1.2 billion, fixed income and data services revenues of $568 million and mortgage technology revenues of $499 million.

First Quarter 2024 Business Highlights

Consolidated operating expenses were $1.2 billion for the first quarter of 2024. On an adjusted basis, consolidated operating expenses were $930 million. Consolidated operating income for the first quarter was $1.1 billion, and the operating margin was 46%. On an adjusted basis, consolidated operating income for the first quarter was $1.4 billion, and the adjusted operating margin was 59%.

	Net Revenues		Op Margin			Adj Op Margin

$ (in millions)	1Q24
Exchanges	$	1,223		73	%		75	%
Fixed Income and Data Services	$	568		38	%		46	%
Mortgage Technology	$	499		(10	)%		37	%
Consolidated	$	2,290		46	%		59	%

		1Q24		1Q23			% Chg
Recurring Revenues	$	1,196	$	953			25	%
Transaction Revenues, net	$	1,094	$	943			16	%

Exchanges Segment Results

First quarter exchange net revenues were $1.2 billion. Exchange operating expenses were $326 million and on an adjusted basis, were $307 million in the first quarter. Segment operating income for the first quarter was $897 million, and the operating margin was 73%. On an adjusted basis, operating income was $916 million, and the adjusted operating margin was 75%.

$ (in millions)		1Q24		1Q23	% Chg		Const Curr(1)
Revenues, net:
Energy	$	457	$	345	33	%	32	%
Ags and Metals		72		70	3	%	2	%
Financials(2)		135		128	6	%	3	%
Cash Equities and Equity Options		99		95	4	%	4	%
OTC and Other(3)		103		101	2	%	2	%
Data and Connectivity Services		235		232	1	%	1	%
Listings		122		126	(4	)%	(4	)%
Segment Revenues	$	1,223	$	1,097	12	%	11	%

Recurring Revenues	$	357	$	358	—	%	—	%
Transaction Revenues, net	$	866	$	739	17	%	16	%

(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 1Q23, 1.2150 and 1.0730, respectively.

(2) Financials include interest rates and other financial futures and options.

(3) OTC & other includes physical energy, net interest income and other 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, technology development fees, exchange member fees, and agriculture grading and certification fees.

Fixed Income and Data Services Segment Results

First quarter fixed income and data services revenues were $568 million. Fixed income and data services operating expenses were $354 million, and adjusted operating expenses were $309 million in the first quarter. Segment operating income for the first quarter was $214 million, and the operating margin was 38%. On an adjusted basis, operating income was $259 million, and the adjusted operating margin was 46%.

$ (in millions)		1Q24		1Q23	% Chg		Const Curr(1)
Revenues:
Fixed Income Execution	$	26	$	32	(15	)%	(15	)%
CDS Clearing		93		101	(8	)%	(8	)%
Fixed Income Data and Analytics		288		276	4	%	4	%
Other Data and Network Services		161		154	4	%	4	%
Segment Revenues	$	568	$	563	1	%	1	%

Recurring Revenues	$	449	$	430	4	%	4	%
Transaction Revenues	$	119	$	133	(10	)%	(10	)%

(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 1Q23, 1.2150 and 1.0730, respectively.

Mortgage Technology Segment Results

First quarter mortgage technology revenues were $499 million. Mortgage technology operating expenses were $547 million, and adjusted operating expenses were $314 million in the first quarter. Segment operating loss for the first quarter was $48 million, and the operating margin was (10)%. On an adjusted basis, operating income was $185 million, and the adjusted operating margin was 37%.

$ (in millions)		1Q24		1Q23	% Chg
Revenues:
Origination Technology	$	174	$	174	—	%
Closing Solutions		44		41	9	%
Servicing Software		214		—	n/a
Data and Analytics		67		21	210	%
Segment Revenues	$	499	$	236	111	%

Recurring Revenues	$	390	$	165	136	%
Transaction Revenues	$	109	$	71	53	%

Other Matters

•

Operating cash flow in the first quarter of 2024 was $1.0 billion and adjusted free cash flow was $877 million.

•

Unrestricted cash was $863 million and outstanding debt was $22.0 billion as of March 31, 2024.

•

Through the first quarter of 2024, ICE paid $258 million in dividends.

Updated Financial Guidance

•

ICE's full year 2024 Mortgage Technology pro forma segment revenue growth is expected to be flat-to-down in the low single digit range.

•

ICE's full year 2024 GAAP operating expenses are expected to be in a range of $4.87 billion to $4.90 billion. Adjusted operating expenses(1) are expected to be in a range of $3.79 billion to $3.82 billion.

•

ICE's second quarter 2024 GAAP operating expenses are expected to be in a range of $1.21 billion to $1.22 billion. Adjusted operating expenses(1) are expected to be in a range of $945 million to $955 million.

•

ICE's second quarter 2024 GAAP non-operating expense(2) is expected to be in the range of $225 million to $230 million. Adjusted non-operating expense is expected to be in the range of $205 million to $210 million.

•

ICE's diluted share count for the second quarter is expected to be in the range of 572 million to 578 million weighted average shares outstanding.

(1) Full year and 2Q 2024 non-GAAP operating expenses exclude amortization of acquisition-related intangibles, duplicate rent expenses and Black Knight integration costs.

(2) Non-operating expense includes interest income, interest expense and net other income/expense. Non-GAAP non-operating expense excludes equity earnings/losses from unconsolidated investees.

Earnings Conference Call Information

ICE will hold a conference call today, May 2, 2024, at 8:30 a.m. ET to review its first quarter 2024 financial results. A live audio webcast of the earnings call will be available on the company's website at www.theice.com in the investor relations section. Participants may also listen via telephone by dialing 833-470-1428 from the United States or 929-526-1599 from outside of the United States. Telephone participants are required to provide the participant entry number 854785 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 second quarter 2024 earnings has been scheduled for August 1st, 2024 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)

	Three Months Ended March 31,
Revenues:	2024			2023
Exchanges	$	1,734		$	1,673
Fixed income and data services		568			563
Mortgage technology		499			236
Total revenues		2,801			2,472
Transaction-based expenses:
Section 31 fees		67			119
Cash liquidity payments, routing and clearing		444			457
Total revenues, less transaction-based expenses		2,290			1,896

Operating expenses:
Compensation and benefits		462			352
Professional services		36			28
Acquisition-related transaction and integration costs		36			21
Technology and communication		205			172
Rent and occupancy		29			20
Selling, general and administrative		78			74
Depreciation and amortization		381			260
Total operating expenses		1,227			927
Operating income		1,063			969
Other income/(expense):
Interest income		30			91
Interest expense		(241	)		(176	)
Other income/(expense), net		112			(35	)
Total other income/(expense), net		(99	)		(120	)
Income before income tax expense		964			849
Income tax expense		181			175
Net income	$	783		$	674
Net income attributable to non-controlling interest		(16	)		(19	)
Net income attributable to Intercontinental Exchange, Inc.	$	767		$	655

Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	1.34		$	1.17
Diluted	$	1.33		$	1.17
Weighted average common shares outstanding:
Basic		573			559
Diluted		575			561

Consolidated Balance Sheets

(In millions)

	As of
	March 31, 2024			As of
	(Unaudited)			December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	863		$	899
Short-term restricted cash and cash equivalents		1,227			531
Restricted short-term investments		—			680
Cash and cash equivalent margin deposits and guaranty funds		74,123			78,980
Invested deposits, delivery contracts receivable and unsettled variation margin		2,056			1,814
Customer accounts receivable, net		1,645			1,366
Prepaid expenses and other current assets		628			703
Total current assets		80,542			84,973
Property and equipment, net		1,960			1,923
Other non-current assets:
Goodwill		30,549			30,553
Other intangible assets, net		17,056			17,317
Long-term restricted cash and cash equivalents		278			340
Long-term restricted investments		62			—
Other non-current assets		950			978
Total other non-current assets		48,895			49,188
Total assets	$	131,397		$	136,084

Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	967		$	1,003
Section 31 fees payable		66			79
Accrued salaries and benefits		180			459
Deferred revenue		590			200
Short-term debt		1,916			1,954
Margin deposits and guaranty funds		74,123			78,980
Invested deposits, delivery contracts payable and unsettled variation margin		2,056			1,814
Other current liabilities		150			137
Total current liabilities		80,048			84,626
Non-current liabilities:
Non-current deferred tax liability, net		4,030			4,080
Long-term debt		20,068			20,659
Accrued employee benefits		183			193
Non-current operating lease liability		325			299
Other non-current liabilities		454			441
Total non-current liabilities		25,060			25,672
Total liabilities		105,108			110,298

Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Common stock		7			6
Treasury stock, at cost		(6,375	)		(6,304	)
Additional paid-in capital		16,047			15,953
Retained earnings		16,865			16,356
Accumulated other comprehensive loss		(305	)		(294	)
Total Intercontinental Exchange, Inc. stockholders’ equity		26,239			25,717
Non-controlling interest in consolidated subsidiaries		50			69
Total equity		26,289			25,786
Total liabilities and equity	$	131,397		$	136,084

Non-GAAP Financial Measures and Reconciliation

We use non-GAAP measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with our GAAP results and the accompanying reconciliation, we believe that our presentation of these measures provides 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 period-to-period comparison of results because the items described below as adjustments to GAAP are not reflective of our core business performance. These financial measures are not in accordance with, or an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. 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 strongly recommend that investors review the GAAP financial measures and additional non-GAAP information included in our Quarterly Report on Form 10-Q, including our consolidated financial statements and the notes thereto.

Adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders, adjusted diluted earnings per share and adjusted free cash flow for the periods presented below are calculated by adding or subtracting the adjustments described below, which are not reflective of our cash operations and core business performance, and their related income tax effect and other tax adjustments (in millions, except for per share amounts):

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 March 31,						Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended March 31,
	2024			2023			2024			2023			2024			2023			2024			2023
Total revenues, less transaction-based expenses	$	1,223		$	1,097		$	568		$	563		$	499		$	236		$	2,290		$	1,896
Operating expenses		326			320			354			343			547			264			1,227			927
Less: Amortization of acquisition-related intangibles		19			16			38			42			197			92			254			150
Less: Transaction and integration costs		—			—			—			—			36			21			36			21
Less: Regulatory matter		—			10			—			—			—			—			—			10
Less: Other		—			6			7			—			—			—			7			6
Adjusted operating expenses	$	307		$	288		$	309		$	301		$	314		$	151		$	930		$	740
Operating income/(loss)	$	897		$	777		$	214		$	220		$	(48	)	$	(28	)	$	1,063		$	969
Adjusted operating income	$	916		$	809		$	259		$	262		$	185		$	85		$	1,360		$	1,156
Operating margin		73	%		71	%		38	%		39	%		(10	)%		(12	)%		46	%		51	%
Adjusted operating margin		75	%		74	%		46	%		47	%		37	%		36	%		59	%		61	%

Adjusted Net Income Attributable to ICE and Diluted EPS

(In millions)

(Unaudited)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Net income attributable to ICE	$	767		$	655
Add: Amortization of acquisition-related intangibles		254			150
Add: Transaction and integration costs		36			21
(Less)/Add: Litigation and regulatory matters		(160	)		10
Add: Net losses from unconsolidated investees		42			35
Add: Fair value adjustment of equity investments		3			—
Less: Net interest income on pre-acquisition-related debt		—			(6	)
Add: Other		7			6
Less: Income tax effect for the above items		(46	)		(57	)
(Less)/Add: Deferred tax adjustments on acquisition-related intangibles		(51	)		1
Less: Other tax adjustments		—			(24	)
Adjusted net income attributable to ICE	$	852		$	791

Diluted earnings per share	$	1.33		$	1.17

Adjusted diluted earnings per share	$	1.48		$	1.41

Diluted weighted average common shares outstanding		575			561

Adjusted Free Cash Flow Calculation

(In millions)

(Unaudited)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Net cash provided by operating activities	$	1,009		$	653
Less: Capital expenditures		(58	)		(21	)
Less: Capitalized software development costs		(87	)		(64	)
Free cash flow		864			568
Add: Section 31 fees, net		13			105
Adjusted free cash flow	$	877		$	673

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 http://www.intercontinentalexchange.com/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, 2023, as filed with the SEC on February 8, 2024. 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

ICE-CORP

ICE Investor Relations Contact:

Katia Gonzalez

+1 678 981 3882

katia.gonzalez@ice.com

investors@ice.com

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josh.king@ice.com

media@ice.com