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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): October 31, 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 October 31, 2024, Intercontinental Exchange, Inc. (“ICE”) announced its financial results for the fiscal quarter ended September 30, 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 September 30, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release dated October 31, 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: | October 31, 2024 | /s/ A. Warren Gardiner |
| A. Warren Gardiner | ||
| Chief Financial Officer |
Exhibit 99.1
Intercontinental Exchange Reports Strong Third Quarter 2024
| · Record 3Q24 net revenues of $2.3 billion, +17% y/y |
Jeffrey C. Sprecher, ICE Chair & Chief Executive Officer, said, "We are pleased to report our third 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 their risk and capture workflow efficiencies amid a dynamic macroeconomic environment. As we look to the balance of the year and beyond, our focus remains on capitalizing on our world class technology, innovative culture and operating expertise to better serve our customers and create value for our stockholders.” |
|
| · 3Q24 GAAP diluted earnings per share (EPS) of $1.14, +19% y/y | ||
| · 3Q24 adj. diluted EPS of $1.55, +6% y/y | ||
| · Record 3Q24 operating income of $1.1 billion, +31% y/y; record adj. operating income of $1.4 billion, +17% y/y | ||
| · 3Q24 operating margin of 47%; adj. operating margin of 59% | ||
ATLANTA & NEW YORK, October 31, 2024 - Intercontinental Exchange (NYSE: ICE), a leading global provider of technology and data, today reported financial results for the third quarter of 2024. For the quarter ended September 30, 2024, consolidated net income attributable to ICE was $657 million on $2.3 billion of consolidated revenues, less transaction-based expenses. Third quarter GAAP diluted EPS were $1.14. Adjusted net income attributable to ICE was $894 million in the third quarter and adjusted diluted EPS were $1.55. 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: "Our record third quarter revenue and operating income reflect the power of our balanced and diverse business model, which through an array of macroeconomic environments, continues to deliver consistent and compounding growth. Combined with our strong cash flows, we continue to make progress executing on our deleveraging plan while also investing in future growth." Third quarter consolidated net revenues were $2.3 billion including exchange net revenues of $1.3 billion, fixed income and data services revenues of $586 million and mortgage technology revenues of $509 million.
Third Quarter 2024 Business Highlights
Consolidated operating expenses were $1.2 billion for the third quarter of 2024. On an adjusted basis, consolidated operating expenses were $960 million. Consolidated operating income for the third quarter was $1.1 billion, and the operating margin was 47%. On an adjusted basis, consolidated operating income for the third quarter was $1.4 billion, and the adjusted operating margin was 59%.
| $ (in millions) | Net Revenues |
Op Margin |
Adj Op Margin |
|||||||||
| 3Q24 | ||||||||||||
| Exchanges | $ | 1,254 | 76 | % | 75 | % | ||||||
| Fixed Income and Data Services | $ | 586 | 36 | % | 45 | % | ||||||
| Mortgage Technology | $ | 509 | (11 | )% | 35 | % | ||||||
| Consolidated | $ | 2,349 | 47 | % | 59 | % | ||||||
| 3Q24 | 3Q23 | % Chg | ||||||||||
| Recurring Revenues | $ | 1,212 | $ | 1,031 | 18 | % | ||||||
| Transaction Revenues, net | $ | 1,137 | $ | 972 | 17 | % | ||||||
Exchanges Segment Results
Third quarter exchange net revenues were $1.3 billion. Exchange operating expenses were $307 million and on an adjusted basis, were $309 million in the third quarter. Segment operating income for the third quarter was $947 million, and the operating margin was 76%. On an adjusted basis, operating income was $945 million, and the adjusted operating margin was 75%.
| $ (in millions) | 3Q24 | 3Q23 | % Chg | Const
Curr(1) |
||||||||||||
| Revenues, net: | ||||||||||||||||
| Energy | $ | 473 | $ | 384 | 23 | % | 23 | % | ||||||||
| Ags and Metals | 60 | 61 | (3 | )% | (3 | )% | ||||||||||
| Financials(2) | 141 | 112 | 26 | % | 23 | % | ||||||||||
| Cash Equities and Equity Options, net | 107 | 93 | 15 | % | 15 | % | ||||||||||
| OTC and Other(3) | 109 | 104 | 5 | % | 5 | % | ||||||||||
| Data and Connectivity Services | 242 | 236 | 3 | % | 3 | % | ||||||||||
| Listings | 122 | 124 | (1 | )% | (1 | )% | ||||||||||
| Segment Revenues | $ | 1,254 | $ | 1,114 | 13 | % | 12 | % | ||||||||
| Recurring Revenues | $ | 364 | $ | 360 | 1 | % | 1 | % | ||||||||
| Transaction Revenues, net | $ | 890 | $ | 754 | 18 | % | 17 | % |
(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 3Q23, 1.2660 and 1.0881, 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, and agriculture grading and certification fees.
Fixed Income and Data Services Segment Results
Third quarter fixed income and data services revenues were $586 million. Fixed income and data services operating expenses were $376 million, and adjusted operating expenses were $323 million in the third quarter. Segment operating income for the third quarter was $210 million, and the operating margin was 36%. On an adjusted basis, operating income was $263 million, and the adjusted operating margin was 45%.
| $ (in millions) | 3Q24 | 3Q23 | % Chg | Const
Curr(1) |
||||||||||||
| Revenues: | ||||||||||||||||
| Fixed Income Execution | $ | 28 | $ | 29 | (2 | )% | (2 | )% | ||||||||
| CDS Clearing | 97 | 94 | 3 | % | 3 | % | ||||||||||
| Fixed Income Data and Analytics | 295 | 279 | 6 | % | 6 | % | ||||||||||
| Other Data and Network Services | 166 | 157 | 6 | % | 5 | % | ||||||||||
| Segment Revenues | $ | 586 | $ | 559 | 5 | % | 5 | % | ||||||||
| Recurring Revenues | $ | 461 | $ | 436 | 6 | % | 6 | % | ||||||||
| Transaction Revenues | $ | 125 | $ | 123 | 2 | % | 2 | % |
(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 3Q23, 1.2660 and 1.0881, respectively.
Mortgage Technology Segment Results
Third quarter mortgage technology revenues were $509 million. Mortgage technology operating expenses were $563 million, and adjusted operating expenses were $328 million in the third quarter. Segment operating loss for the third quarter was $54 million, and the operating margin was (11)%. On an adjusted basis, operating income was $181 million, and the adjusted operating margin was 35%.
| $ (in millions) | 3Q24 | 3Q23 | % Chg | |||||||||
| Revenues: | ||||||||||||
| Origination Technology | $ | 182 | $ | 172 | 6 | % | ||||||
| Closing Solutions | 54 | 48 | 12 | % | ||||||||
| Servicing Software | 209 | 69 | n/a | |||||||||
| Data and Analytics | 64 | 41 | 55 | % | ||||||||
| Segment Revenues | $ | 509 | $ | 330 | 54 | % | ||||||
| Recurring Revenues | $ | 387 | $ | 235 | 64 | % | ||||||
| Transaction Revenues | $ | 122 | $ | 95 | 29 | % |
Other Matters
| · | Operating cash flow through the third quarter of 2024 was $3.1 billion and adjusted free cash flow was $2.6 billion. |
| · | Unrestricted cash was $755 million and outstanding debt was $21.2 billion as of September 30, 2024. |
| · | Through the third quarter of 2024, ICE paid $780 million in dividends. |
Updated Financial Guidance
| · | ICE's fourth quarter 2024 GAAP operating expenses are expected to be in a range of $1.23 billion to $1.24 billion. Adjusted operating expenses(1) are expected to be in a range of $977 million to $987 million. |
| · | ICE's fourth quarter 2024 GAAP and adjusted non-operating expense(2) are both expected to be in the range of $180 million to $185 million. |
| · | ICE's diluted share count for the fourth quarter is expected to be in the range of 574 million to 580 million weighted average shares outstanding. |
| · | ICE's full year 2024 capital expenditures are now expected to be in a range of $700 million to $740 million. |
(1) 4Q 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, October 31, 2024, at 8:30 a.m. ET to review its third quarter 2024 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 833-470-1428 from the United States or 929-526-1599 from outside of the United States. Telephone participants are required to provide the participant entry number 821839 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 2024 earnings has been scheduled for February 6th, 2025 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: | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Exchanges | $ | 5,498 | $ | 4,754 | $ | 1,938 | $ | 1,540 | ||||||||
| Fixed income and data services | 1,719 | 1,668 | 586 | 559 | ||||||||||||
| Mortgage technology | 1,514 | 815 | 509 | 330 | ||||||||||||
| Total revenues | 8,731 | 7,237 | 3,033 | 2,429 | ||||||||||||
| Transaction-based expenses: | ||||||||||||||||
| Section 31 fees | 437 | 231 | 232 | 56 | ||||||||||||
| Cash liquidity payments, routing and clearing | 1,338 | 1,219 | 452 | 370 | ||||||||||||
| Total revenues, less transaction-based expenses | 6,956 | 5,787 | 2,349 | 2,003 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Compensation and benefits | 1,422 | 1,103 | 487 | 400 | ||||||||||||
| Professional services | 114 | 88 | 40 | 31 | ||||||||||||
| Acquisition-related transaction and integration costs | 88 | 201 | 37 | 155 | ||||||||||||
| Technology and communication | 631 | 529 | 212 | 184 | ||||||||||||
| Rent and occupancy | 89 | 65 | 30 | 20 | ||||||||||||
| Selling, general and administrative | 232 | 196 | 54 | 59 | ||||||||||||
| Depreciation and amortization | 1,148 | 836 | 386 | 309 | ||||||||||||
| Total operating expenses | 3,724 | 3,018 | 1,246 | 1,158 | ||||||||||||
| Operating income | 3,232 | 2,769 | 1,103 | 845 | ||||||||||||
| Other income/(expense): | ||||||||||||||||
| Interest income | 105 | 287 | 39 | 94 | ||||||||||||
| Interest expense | (697 | ) | (557 | ) | (223 | ) | (206 | ) | ||||||||
| Other income/(expense), net | 83 | (121 | ) | (21 | ) | (51 | ) | |||||||||
| Total other income/(expense), net | (509 | ) | (391 | ) | (205 | ) | (163 | ) | ||||||||
| Income before income tax expense | 2,723 | 2,378 | 898 | 682 | ||||||||||||
| Income tax expense | 630 | 330 | 227 | 123 | ||||||||||||
| Net income | $ | 2,093 | $ | 2,048 | $ | 671 | $ | 559 | ||||||||
| Net income attributable to non-controlling interest | (37 | ) | (53 | ) | (14 | ) | (18 | ) | ||||||||
| Net income attributable to Intercontinental Exchange, Inc. | $ | 2,056 | $ | 1,995 | $ | 657 | $ | 541 | ||||||||
| Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders: | ||||||||||||||||
| Basic | $ | 3.59 | $ | 3.56 | $ | 1.15 | $ | 0.96 | ||||||||
| Diluted | $ | 3.57 | $ | 3.55 | $ | 1.14 | $ | 0.96 | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 573 | 561 | 574 | 563 | ||||||||||||
| Diluted | 576 | 562 | 577 | 565 | ||||||||||||
Consolidated Balance Sheets
(In millions)
| As of | ||||||||
| September 30, 2024 | As of | |||||||
| (Unaudited) | December 31, 2023 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 755 | $ | 899 | ||||
| Short-term restricted cash and cash equivalents | 1,243 | 531 | ||||||
| Short-term restricted investments | 500 | 680 | ||||||
| Cash and cash equivalent margin deposits and guaranty funds | 78,774 | 78,980 | ||||||
| Invested deposits, delivery contracts receivable and unsettled variation margin | 1,119 | 1,814 | ||||||
| Customer accounts receivable, net | 1,565 | 1,366 | ||||||
| Prepaid expenses and other current assets | 739 | 703 | ||||||
| Total current assets | 84,695 | 84,973 | ||||||
| Property and equipment, net | 2,029 | 1,923 | ||||||
| Other non-current assets: | ||||||||
| Goodwill | 30,598 | 30,553 | ||||||
| Other intangible assets, net | 16,573 | 17,317 | ||||||
| Long-term restricted cash and cash equivalents | 370 | 340 | ||||||
| Other non-current assets | 936 | 978 | ||||||
| Total other non-current assets | 48,477 | 49,188 | ||||||
| Total assets | $ | 135,201 | $ | 136,084 | ||||
| Liabilities and Equity: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 1,045 | $ | 1,003 | ||||
| Section 31 fees payable | 76 | 79 | ||||||
| Accrued salaries and benefits | 353 | 459 | ||||||
| Deferred revenue | 375 | 200 | ||||||
| Short-term debt | 2,619 | 1,954 | ||||||
| Margin deposits and guaranty funds | 78,774 | 78,980 | ||||||
| Invested deposits, delivery contracts payable and unsettled variation margin | 1,119 | 1,814 | ||||||
| Other current liabilities | 201 | 137 | ||||||
| Total current liabilities | 84,562 | 84,626 | ||||||
| Non-current liabilities: | ||||||||
| Non-current deferred tax liability, net | 3,855 | 4,080 | ||||||
| Long-term debt | 18,581 | 20,659 | ||||||
| Accrued employee benefits | 178 | 193 | ||||||
| Non-current operating lease liability | 318 | 299 | ||||||
| Other non-current liabilities | 434 | 441 | ||||||
| Total non-current liabilities | 23,366 | 25,672 | ||||||
| Total liabilities | 107,928 | 110,298 | ||||||
| Equity: | ||||||||
| Intercontinental Exchange, Inc. stockholders’ equity: | ||||||||
| Common stock | 7 | 6 | ||||||
| Treasury stock, at cost | (6,381 | ) | (6,304 | ) | ||||
| Additional paid-in capital | 16,226 | 15,953 | ||||||
| Retained earnings | 17,632 | 16,356 | ||||||
| Accumulated other comprehensive loss | (251 | ) | (294 | ) | ||||
| Total Intercontinental Exchange, Inc. stockholders’ equity | 27,233 | 25,717 | ||||||
| Non-controlling interest in consolidated subsidiaries | 40 | 69 | ||||||
| Total equity | 27,273 | 25,786 | ||||||
| Total liabilities and equity | $ | 135,201 | $ | 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 | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, |
Nine Months Ended September 30, |
Nine Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||
| 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 | % | ||||||||||||||||
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, |
Three Months Ended September 30, |
Three Months Ended September 30, |
Three Months Ended September 30, |
|||||||||||||||||||||||||||||
| 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 | % | ||||||||||||||||
Adjusted Net Income Attributable to ICE and Diluted EPS
(In millions)
(Unaudited)
| Nine Months Ended September 30, 2024 |
Nine Months Ended September 30, 2023 |
|||||||
| 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 | ||||||
Adjusted Net Income Attributable to ICE and Diluted EPS
(In millions)
(Unaudited)
| Three Months Ended September 30, 2024 |
Three Months Ended September 30, 2023 |
|||||||
| 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 | ||||||
Adjusted Free Cash Flow Calculation
(In millions)
(Unaudited)
| Nine Months Ended September 30, 2024 |
Nine Months Ended September 30, 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, net | 4 | 205 | ||||||
| Adjusted free cash flow | $ | 2,631 | $ | 2,452 | ||||
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:
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