UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number 001-36198

INTERCONTINENTAL EXCHANGE, INC.

(Exact name of registrant as specified in its charter)


Delaware			46-2286804
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


5660 New Northside Drive, Atlanta, Georgia			30328
(Address of principal executive offices)			(Zip Code)

(770) 857-4700

Registrant’s telephone number, including area code

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~August 1, 2023,~~April 29, 2024, the number of shares of the registrant’s Common Stock outstanding was ~~560,301,373~~573,584,580 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended ~~June 30, 2023~~March 31, 2024

TABLE OF CONTENTS




PART I.	Financial Statements
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	2
	Consolidated Statements of Income for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	4
	Consolidated Statements of Comprehensive Income for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	5
	Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	6
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	87
	Notes to Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6361
Item 4.	Controls and Procedures	6661

PART II.	Other Information
Item 1.	Legal Proceedings	6661
Item 1A.	Risk Factors	6661
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6662
Item 3.	Defaults Upon Senior Securities	6762
Item 4.	Mine Safety Disclosures	6762
Item 5.	Other Information	6762
Item 6.	Exhibits	6763
SIGNATURES		6864

PART I. Financial Statements

Item 1. Consolidated Financial Statements

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

As of

As of
December 31, 2022

June 30, 2023

(Unaudited)

As of

As of
December 31, 2023

March 31, 2024

(Unaudited)

Assets:

Current assets:

Cash and cash equivalents

2,877

1,799

Short-term restricted cash and cash equivalents

5,413

6,149

Restricted short-term investments

735

—

Short-term restricted investments

Cash and cash equivalent margin deposits and guaranty funds

86,917

141,990

Invested deposits, delivery contracts receivable and unsettled variation margin

1,412

5,382

Customer accounts receivable, net of allowance for doubtful accounts of $25 and $22 at June 30, 2023 and December 31, 2022, respectively

1,313

1,169

Customer accounts receivable, net of allowance for doubtful accounts of $19 and $21 at March 31, 2024 and December 31, 2023, respectively

Prepaid expenses and other current assets

555

458

Total current assets

99,222

156,947

Property and equipment, net

1,718

1,767

Other non-current assets:

Goodwill

21,134

21,111

Other intangible assets, net

12,814

13,090

Long-term restricted cash and cash equivalents

205

405

Long-term restricted investments

199

—

Other non-current assets

991

1,018

Total other non-current assets

35,343

35,624

Total assets

136,283

194,338

Liabilities and Equity:

Current liabilities:

Accounts payable and accrued liabilities

919

866

Section 31 fees payable

173

223

Accrued salaries and benefits

226

352

Deferred revenue

437

170

Short-term debt

—

Margin deposits and guaranty funds

86,917

141,990

Invested deposits, delivery contracts payable and unsettled variation margin

1,412

5,382

Other current liabilities

120

184

Total current liabilities

90,204

149,171

Non-current liabilities:

Non-current deferred tax liability, net

3,256

3,493

Non-current deferred tax liability, net

Long-term debt

18,128

18,118

Accrued employee benefits

156

160

Non-current operating lease liability

218

254

Other non-current liabilities

432

381

Total non-current liabilities

22,190

22,406

Total liabilities

112,394

171,577

Commitments and contingencies


Equity:	Equity:
Intercontinental Exchange, Inc. stockholders’ equity:	Intercontinental Exchange, Inc. stockholders’ equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding	Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding	—		—
Common stock, $0.01 par value; 1,500 shares authorized; 636 and 634 issued at June 30, 2023 and December 31, 2022, respectively, and 560 and 559 shares outstanding at June 30, 2023 and December 31, 2022, respectively		6		6
Treasury stock, at cost; 76 and 75 shares at June 30, 2023 and December 31, 2022, respectively		(6,276)		(6,225)
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding
Common stock, $0.01 par value; 1,500 shares authorized; 650 and 649 issued at March 31, 2024 and December 31, 2023, respectively, and 573 shares outstanding at both March 31, 2024 and December 31, 2023
Treasury stock, at cost; 77 and 76 shares at March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital	Additional paid-in capital	14,449		14,313
Retained earnings	Retained earnings	15,925		14,943
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(284)		(331)
Total Intercontinental Exchange, Inc. stockholders’ equity	Total Intercontinental Exchange, Inc. stockholders’ equity	23,820		22,706
Non-controlling interest in consolidated subsidiaries	Non-controlling interest in consolidated subsidiaries	69		55
Total equity	Total equity	23,889		22,761
Total liabilities and equity	Total liabilities and equity	$	136,283	$	194,338

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)


		Six Months Ended June 30,				Three Months Ended June 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Revenues:
Revenues:
Revenues:	Revenues:
Exchanges	Exchanges	$	3,214	$	3,247	$	1,541	$	1,604
Exchanges
Exchanges
Fixed income and data services
Fixed income and data services
Fixed income and data services	Fixed income and data services	1,109		1,021		546		512
Mortgage technology	Mortgage technology	485		604		249		297
Mortgage technology
Mortgage technology
Total revenues
Total revenues
Total revenues	Total revenues	4,808		4,872		2,336		2,413
Transaction-based expenses:	Transaction-based expenses:
Transaction-based expenses:
Transaction-based expenses:
Section 31 fees
Section 31 fees
Section 31 fees	Section 31 fees	175		174		56		123
Cash liquidity payments, routing and clearing	Cash liquidity payments, routing and clearing	849		985		392		476
Cash liquidity payments, routing and clearing
Cash liquidity payments, routing and clearing
Total revenues, less transaction-based expenses
Total revenues, less transaction-based expenses
Total revenues, less transaction-based expenses	Total revenues, less transaction-based expenses	3,784		3,713		1,888		1,814
Operating expenses:	Operating expenses:
Operating expenses:
Operating expenses:
Compensation and benefits
Compensation and benefits
Compensation and benefits	Compensation and benefits	703		714		351		355
Professional services	Professional services	57		69		29		35
Professional services
Professional services
Acquisition-related transaction and integration costs
Acquisition-related transaction and integration costs
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	46		62		25		53
Technology and communication	Technology and communication	345		344		173		169
Technology and communication
Technology and communication
Rent and occupancy
Rent and occupancy
Rent and occupancy	Rent and occupancy	45		41		25		20
Selling, general and administrative	Selling, general and administrative	137		112		63		57
Selling, general and administrative
Selling, general and administrative
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	527		510		267		256
Total operating expenses	Total operating expenses	1,860		1,852		933		945
Total operating expenses
Total operating expenses
Operating income
Operating income
Operating income	Operating income	1,924		1,861		955		869
Other income/(expense):	Other income/(expense):
Other income/(expense):
Other income/(expense):
Interest income
Interest income
Interest income	Interest income	193		9		102		8
Interest expense	Interest expense	(351)		(264)		(175)		(161)
Interest expense
Interest expense
Other income/(expense), net
Other income/(expense), net
Other income/(expense), net	Other income/(expense), net	(70)		(35)		(35)		23
Total other income/(expense), net	Total other income/(expense), net	(228)		(290)		(108)		(130)
Total other income/(expense), net
Total other income/(expense), net
Income before income tax expense
Income before income tax expense
Income before income tax expense	Income before income tax expense	1,696		1,571		847		739
Income tax expense	Income tax expense	207		338		32		173
Income tax expense
Income tax expense
Net income
Net income
Net income	Net income	$	1,489	$	1,233	$	815	$	566
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	(35)		(21)		(16)		(11)
Net income attributable to non-controlling interest
Net income attributable to non-controlling interest
Net income attributable to Intercontinental Exchange, Inc.
Net income attributable to Intercontinental Exchange, Inc.
Net income attributable to Intercontinental Exchange, Inc.	Net income attributable to Intercontinental Exchange, Inc.	$	1,454	$	1,212	$	799	$	555
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:	Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic
Basic
Basic	Basic	$	2.60	$	2.17	$	1.43	$	0.99
Diluted	Diluted	$	2.59	$	2.16	$	1.42	$	0.99
Diluted
Diluted
Weighted average common shares outstanding:
Weighted average common shares outstanding:
Weighted average common shares outstanding:	Weighted average common shares outstanding:
Basic	Basic	560		560		560		558
Basic
Basic
Diluted	Diluted	561		562		561		560
Diluted
Diluted

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Net income
Net income
Net income
Other comprehensive income/(loss):
Other comprehensive income/(loss):
Other comprehensive income/(loss):
Foreign currency translation adjustments
Foreign currency translation adjustments
Foreign currency translation adjustments
Change in equity method investment
Change in equity method investment
Change in equity method investment

		Six Months Ended June 30,				Three Months Ended June 30,
Other comprehensive income/(loss)
		2023		2022		2023		2022
Net income		$	1,489	$	1,233	$	815	$	566
Other comprehensive income/(loss):
Foreign currency translation adjustments		47		(109)		31		(84)

Other comprehensive income/(loss)

Other comprehensive income/(loss)	Other comprehensive income/(loss)	47		(109)		31		(84)
Comprehensive income	Comprehensive income	$	1,536	$	1,124	$	846	$	482
Comprehensive income
Comprehensive income
Comprehensive income attributable to non-controlling interest
Comprehensive income attributable to non-controlling interest
Comprehensive income attributable to non-controlling interest	Comprehensive income attributable to non-controlling interest	(35)		(21)		(16)		(11)
Comprehensive income attributable to Intercontinental Exchange, Inc.	Comprehensive income attributable to Intercontinental Exchange, Inc.	$	1,501	$	1,103	$	830	$	471
Comprehensive income attributable to Intercontinental Exchange, Inc.
Comprehensive income attributable to Intercontinental Exchange, Inc.

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest

(In millions)

(Unaudited)


		Intercontinental Exchange, Inc. Stockholders’ Equity
		Intercontinental Exchange, Inc. Stockholders’ Equity
		Intercontinental Exchange, Inc. Stockholders’ Equity
		Common Stock
		Common Stock
		Common Stock
		Shares
		Shares
		Shares
Balance, as of December 31, 2023
Balance, as of December 31, 2023
Balance, as of December 31, 2023
		Intercontinental Exchange, Inc. Stockholders’ Equity													Non- Controlling Interest in Consolidated Subsidiaries			Total Equity
Other comprehensive loss
		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)
Other comprehensive loss
		Shares	Value		Shares	Value								Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income/(Loss)	Non- Controlling Interest in Consolidated Subsidiaries	Total Equity
Balance, as of December 31, 2022		634	$	6	(75)	$	(6,225)
Other comprehensive income		—	—		—	—		—		—		47

Other comprehensive loss
Exercise of common stock options
Exercise of common stock options
Exercise of common stock options	Exercise of common stock options	—	—		—	—		24		—		—			—			24

Payments relating to treasury shares	Payments relating to treasury shares	—	—		(1)	(51)		—		—		—			—			(51)

Payments relating to treasury shares

Payments relating to treasury shares
Stock-based compensation
Stock-based compensation
Stock-based compensation	Stock-based compensation	—	—		—	—		94		—		—			—			94
Issuance under the employee stock purchase plan	Issuance under the employee stock purchase plan	—	—		—	—		18		—		—			—			18
Contribution from equity partners		—	—		—	—		—		—		—			9			9
Issuance under the employee stock purchase plan
Issuance under the employee stock purchase plan

Issuance of restricted stock

Issuance of restricted stock

Issuance of restricted stock	Issuance of restricted stock	2	—		—	—		—		—		—			—			—

Distributions of profits	Distributions of profits	—	—		—	—		—		—		—			(30)			(30)

Distributions of profits

Distributions of profits
Dividends paid to stockholders
Dividends paid to stockholders
Dividends paid to stockholders	Dividends paid to stockholders	—	—		—	—		—		(472)		—			—			(472)

Net income/(loss) attributable to non-controlling interest		—	—		—	—		—		(35)		—			35			—
Net income attributable to non-controlling interest

Net income attributable to non-controlling interest

Net income attributable to non-controlling interest
Net income	Net income	—	—		—	—		—		1,489		—			—			1,489
Balance, as of June 30, 2023		636	$	6	(76)	$	(6,276)	$	14,449	$	15,925	$	(284)		$	69		$	23,889
Net income
Net income
Balance, as of March 31, 2024
Balance, as of March 31, 2024
Balance, as of March 31, 2024


		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 March 31, 2023		635	$	6	(76)	$	(6,274)	$	14,388	$	15,362	$	(315)	$	44	$	23,211
	Intercontinental Exchange, Inc. Stockholders’ Equity																	Intercontinental Exchange, Inc. Stockholders’ Equity	Non- Controlling Interest in Consolidated Subsidiaries	Total Equity
	Common Stock
		Shares
		Shares
		Shares
Balance, as of December 31, 2022
Balance, as of December 31, 2022
Balance, as of December 31, 2022
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		31		—		31

Exercise of common stock options	Exercise of common stock options	—	—		—	—		14		—		—		—		14

Payments relating to treasury shares
Payments relating to treasury shares
Payments relating to treasury shares	Payments relating to treasury shares	—	—		—	(2)		—		—		—		—		(2)
Stock-based compensation	Stock-based compensation	—	—		—	—		47		—		—		—		47

Contribution from equity partners		—	—		—	—		—		—		—		9		9
Issuance under the employee stock purchase plan
Issuance of restricted stock	Issuance of restricted stock	1	—		—	—		—		—		—		—		—

Distributions of profits
Dividends paid to stockholders	Dividends paid to stockholders	—	—		—	—		—		(236)		—		—		(236)

Net income/(loss) attributable to non-controlling interest		—	—		—	—		—		(16)		—		16		—
Net income attributable to non-controlling interest
Net income attributable to non-controlling interest
Net income attributable to non-controlling interest
Net income	Net income	—	—		—	—		—		815		—		—		815
Balance, as of June 30, 2023		636	$	6	(76)	$	(6,276)	$	14,449	$	15,925	$	(284)	$	69	$	23,889
Balance, as of March 31, 2023

~~Intercontinental Exchange, Inc. and Subsidiaries~~

~~Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest - (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, 2021 631 $ 6 (70) $ (5,520) $ 14,069 $ 14,350 $ (196) $ 39 $ 22,748
Other comprehensive loss — — — — — — (109) — (109)
Exercise of common stock options — — — — 20 — — — 20
Repurchases of common stock — — (4) (632) — — — — (632)
Payments relating to treasury shares — — (1) (71) — — — — (71)
Stock-based compensation — — — — 88 — — — 88
Issuance under the employee stock purchase plan — — — — 24 — — — 24
Issuance of restricted stock 2 — — — — — — — —
Distributions of profits — — — — — — — (13) (13)
Dividends paid to stockholders — — — — — (427) — — (427)
Net income/(loss) attributable to non-controlling interest — — — — — (21) — 21 —
Net income — — — — — 1,233 — — 1,233
Balance, as of June 30, 2022 633 $ 6 (75) $ (6,223) $ 14,201 $ 15,135 $ (305) $ 47 $ 22,861

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 March 31, 2022 633 $ 6 (74) $ (6,064) $ 14,153 $ 14,793 $ (221) $ 36 $ 22,703
Other comprehensive loss — — — — — — (84) — (84)
Exercise of common stock options — — — — 5 — — — 5
Repurchases of common stock — — (1) (157) — — — — (157)
Payments relating to treasury shares — — — (2) — — — — (2)
Stock-based compensation — — — — 43 — — — 43
Dividends paid to stockholders — — — — — (213) — — (213)
Net income/(loss) attributable to non-controlling interest — — — — — (11) — 11 —
Net income — — — — — 566 — — 566
Balance, as of June 30, 2022 633 $ 6 (75) $ (6,223) $ 14,201 $ 15,135 $ (305) $ 47 $ 22,861

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

Three Months Ended March 31,

2024

Operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Stock-based compensation

Deferred taxes

Loss on investments

Net losses from unconsolidated investees

Other

Changes in assets and liabilities:

Customer accounts receivable

Other current and non-current assets

Section 31 fees payable

Deferred revenue

Other current and non-current liabilities

Total adjustments

Net cash provided by operating activities

Investing activities:

Capital expenditures

Capitalized software development costs

Purchases of invested margin deposits

Proceeds from sales of invested margin deposits

Proceeds from sale of Promissory Note

Six Months Ended June 30,

2023

2022

Operating activities:

Net income

1,489

1,233

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

527

510

Stock-based compensation

Deferred taxes

(239)

(147)

Gain on sale of Euroclear investment

—

(41)

Purchases of restricted investments

Net losses from unconsolidated investees

Purchases of restricted investments

Proceeds from sales of restricted investments

Other

Changes in assets and liabilities:

Customer accounts receivable

(181)

(177)

Other current and non-current assets

(66)

(48)

Section 31 fees payable

(50)

115

Deferred revenue

279

292

Other current and non-current liabilities

(130)

(166)

Total adjustments

316

492

Net cash provided by operating activities

1,805

1,725

Other

Investing activities:

Capital expenditures

(61)

(70)

Capitalized software development costs

(142)

(134)

Purchases of invested margin deposits

(771)

(1,431)

Proceeds from sales of invested margin deposits

3,078

3,815

Cash paid for acquisitions, net of cash acquired

(5)

(36)

Net cash provided by investing activities

Purchases of equity and equity method investments

(6)

(43)

Proceeds from sale of Euroclear investment

—

741

Purchases of investments

(949)

—

Other

—

Net cash provided by investing activities

1,144

2,843

Financing activities:

Proceeds from/(repayments of) debt facilities, net

(4)

5,186

Financing activities:

Repayments of debt

Redemption of commercial paper, net

—

(1,012)

Capital contributions from non-controlling interests

—

Repurchases of common stock

—

(632)

Redemption of commercial paper, net

Dividends to stockholders

(472)

(427)

Change in cash and cash equivalent margin deposits and guaranty funds

(57,380)

16,163

Dividends to stockholders

Change in cash and cash equivalent margin deposits and guaranty funds liability

Payments relating to treasury shares received for restricted stock tax payments and stock option exercises

(50)

(71)

Other

Net cash provided by/(used in) financing activities

(57,886)

19,238

Other

Net cash used in financing activities

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds

(19)

Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds

(54,931)

23,787

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds

Net decrease in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period

150,343

147,976

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period

95,412

171,763

Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

(Unaudited)

As of

June 30, 2023

As of

June 30, 2022

Three Months Ended March 31,

2024

Supplemental cash flow disclosure:

Cash paid for income taxes

536

524

Cash paid for income taxes

Cash paid for interest

341

226

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 balance sheet:

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:

Cash and cash equivalents

2,877

830

Short-term restricted cash and cash equivalents

5,413

6,045

Short-term restricted cash and cash equivalents

Long-term restricted cash and cash equivalents

205

405

Cash and cash equivalent margin deposits and guaranty funds

86,917

164,483

Cash and cash equivalent margin deposits and guaranty funds

Total

95,412

171,763

Total

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 ~~market infrastructure,~~technology and data ~~services and technology solutions~~ to a broad range of customers including financial institutions, corporations and government entities. ~~These~~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 ~~marketplaces~~marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial ~~securities.~~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 ~~solutions.~~technology.

•Mortgage Technology: We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address ~~the~~ 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 ~~accompanying~~ 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 footnotes 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, ~~2022.~~2023. The ~~accompanying~~ 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 ~~disclosures.~~notes. Actual amounts could differ from those estimates. The results of operations for the ~~six months and~~ three months ended ~~June 30, 2023~~March 31, 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, the inflationary environment, election outcomes, geopolitical events and military conflicts, including repercussions from the ~~conflict~~conflicts in Ukraine, Israel and Gaza and the ~~impact~~impacts that any of the foregoing may have on the global economy and on our business. As of ~~June 30, 2023,~~March 31, 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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 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, ~~2022,~~2023, or the ~~2022~~2023 Form 10-K.

3. ~~Pending Acquisition~~Acquisitions and Divestitures

~~Pending Acquisition of~~ Black Knight, Inc.

On ~~May 4, 2022,~~September 5, 2023, we ~~announced that we had entered into a definitive agreement to acquire~~acquired 100% of the equity interests in Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets. Pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2022, among ICE, Sand Merger Sub Corporation, a wholly owned subsidiary of ICE, or Sub, and Black Knight, which we refer to as the “merger agreement,” Sub will merge with and into Black Knight, which we refer to as the “merger,” with Black Knight surviving as a wholly owned subsidiary of ICE.

On March 7, 2023, ICE and Black Knight announced that, in connection with the merger agreement, Black Knight has entered into an agreement to sell its Empower loan origination business. On March 7, 2023, ICE and Black Knight also entered into an amendment to the merger agreement to reduce the value of thefor aggregate transaction consideration toof approximately $11.7 billion as of March 7, 2023, or $75 per share of Black Knight common stock, with cash comprising 90% of the value of the aggregate transaction consideration and shares of our common stock comprising 10% of the value of the aggregate transaction consideration.$11.8 billion. The aggregate cash component of the transaction consideration ~~is fixed at~~was $10.5 ~~billion, and the value~~billion. We issued 10.9 million shares of ~~the aggregate~~ICE common stock ~~component of the transaction consideration will fluctuate with~~to Black Knight stockholders, which was based on the market price of our common stock and ~~will be determined based on~~ 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. ~~If consummated, we~~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 ~~March 30,~~September 14, 2023, ~~our amended proxy statement/prospectus on Form S-4 was declared effective by~~or the ~~SEC, and on April 28, 2023, Black Knight stockholders approved the amendment to~~Divestiture Date, in connection with the merger ~~agreement.~~

~~On July 17, 2023,~~agreement, we ~~announced that we have agreed to sell~~sold Black ~~Knight’s~~Knight's Optimal Blue ~~business~~and Empower loan origination system, or LOS, businesses, or the Divestitures, to subsidiaries of Constellation Software, Inc. The cash proceeds from the ~~same purchaser as that of the Empower business for $700~~Divestitures were $241 million. The structure of ~~this proposed~~the Optimal Blue transaction ~~includes~~also included a ~~payment~~promissory note with a face value of ~~$200 million in cash, with the remainder financed by a~~ $500 million, ~~promissory note~~or the Promissory Note, issued by the purchaser to Black Knight, as a subsidiary of ICE, at the closing of the transaction. The ~~closing~~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 ~~proposed~~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 ~~divestiture transaction is subject~~were immaterial.

Pursuant to the ~~closing of our acquisition of~~Agreement Containing Consent Orders entered into between the Federal Trade Commission, or the FTC, and ICE and Black Knight, the ~~closing~~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, 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 estimated net fair value of the consideration transferred for Black Knight was approximately $11.4 billion as of the acquisition date, which consisted of ~~Black Knight’s Empower loan origination system~~the following (in millions):


	Transaction Consideration
Cash	$	10,542
ICE common stock*	1,274
Converted vested Black Knight awards	22
Total preliminary purchase price	$	11,838
Less: Divestitures	(476)
Total net preliminary purchase price	$	11,362

*Fair value of the ICE common stock is based on the ICE closing stock price on September 1, 2023, the last business ~~and~~day prior to the ~~satisfaction of other customary closing conditions.~~acquisition close.

The ~~transaction~~purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the preliminary 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 ~~close~~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 preliminary net purchase price allocation is as follows (in millions):


	Net Preliminary Purchase Price Allocation
Cash and cash equivalents	$	108
Property and equipment	119
Goodwill	9,421
Identifiable intangibles	4,948
Debt acquired	(2,397)
Other assets and liabilities, net	78
Deferred tax liabilities on identifiable intangibles	(1,266)
Other deferred tax assets	351
Net preliminary purchase price	$	11,362

In performing the net preliminary 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 preliminarily 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 and are subject to change. We have not yet obtained all of the information related to the fair value of the acquired assets and liabilities.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of the identifiable intangible assets, income taxes and certain other tangible assets and liabilities. The allocation of the purchase price will be finalized upon the completion of the analysis of the acquired assets and liabilities within one year of the date of acquisition.

The following table sets forth the components of the preliminary intangible assets associated with the acquisition as of March 31, 2024 (in millions, except years):


	Acquisition-Date Preliminary 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 $270 million, which are included in our mortgage technology revenues, and operating expenses of $288 million were recorded in our consolidated statement of income for the three months ended March 31, 2024.

The financial information in the ~~second half of~~table below combines the historical results for us and Black Knight for the three months ended March 31, 2023, ~~following~~on a pro forma basis, as though the ~~receipt of regulatory approvals, a favorable resolution~~companies had been combined as of the ~~FTC litigation concerning this~~beginning of the prior period 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 period 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 issued to finance the purchase price, acquisition-related transaction costs, the removal of historical Black Knight intangible asset amortization and the ~~satisfaction~~addition of ~~customary closing conditions. See Note 13 where additional details~~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.


	Three months ended March 31, 2023
Total revenues, less transaction-based expenses	$	2,175
Net income attributable to ICE	$	544

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 ~~this transaction are discussed.~~income as they relate solely to ICE and not to Black Knight.

4. Investments

~~Equity Investments Subject to ASU 2016-01~~

~~Our equity investments are subject to valuation under Accounting Standards Update, or ASU, 2016-01,~~ ~~Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,~~ ~~or ASU 2016-01. See Note 14 for a discussion of our determination of fair value of our financial instruments, which were not material as of June 30, 2023.~~

~~Investment in Euroclear~~

We previously owned a 9.8% stake in Euroclear, plc, or Euroclear, that we originally purchased for $631 million. We participated on the Euroclear Board of Directors, and we classified our investment in Euroclear as an equity investment.

During the three months ended June 30, 2022, we completed the sale of our 9.8% stake in Euroclear. The carrying value of our investment was $700 million at the time of the sale and was classified within other current assets on our balance sheet. We recorded a net gain on the sale of $41 million, which was included in other income, during the three months ended June 30, 2022.

Equity Method Investments

Our equity method investments include the Options Clearing Corporation, or OCC, and Bakkt Holdings, LLC, or Bakkt, among others. Our equity method investments are included in other non-current assets in the ~~accompanying~~ consolidated

balance ~~sheet.~~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 investment 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 ~~$65~~$42 million and ~~$57~~$35 million as our share of estimated losses, net, from our equity method investments during the ~~six months ended June 30, 2023 and 2022, respectively, and $30 million and $15 million as our share of losses, net, from our equity method investments during the~~ three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The estimated losses ~~during both the six months and three months ended June 30, 2023 and 2022~~ 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.

~~Investment in~~ 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, ~~security~~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.

~~Investment in~~ Bakkt

As of ~~June 30,~~March 31, 2024 and December 31, 2023, we held an approximate 55% and 64% economic interest in ~~Bakkt.~~Bakkt, respectively. As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with VIH, we hold a minority voting interest in Bakkt and treat it as an equity method investment. The decrease in ownership during the three months ended March 31, 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, of which approximately $2 million was paid as of March 31, 2024.

As of March 31, 2024, the carrying value of our investment in Bakkt was determined to be $14 million. As Bakkt is a public company with a readily available market price, the fair value of our investment using the quoted market price of Bakkt Class A common stock as of March 31, 2024 was $82 million.

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, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our deferred revenue.~~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. ~~Deferred revenue is our only significant contract liability.~~ 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. ~~We have assessed the costs incurred to obtain or fulfill a contract with a customer, which are primarily our sales commissions.~~

Refer to ~~Note~~Notes 2 and 5 to the consolidated financial statements included in Part II, Item 8 of our ~~2022~~2023 Form 10-K where we describe our revenue recognition accounting policies and our primary revenue contract classifications are described in ~~detail.~~detail, respectively.

Disaggregation of Revenues

The following table depicts the disaggregation of our ~~revenue~~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
Three Months Ended March 31, 2024:
Total revenues (1)	$	1,734	$	568	$	499	$	2,801
Transaction-based expenses	511		—		—		511
Total revenues, less transaction-based expenses	$	1,223	$	568	$	499	$	2,290

Timing of Revenue Recognition
Services transferred at a point in time	$	742	$	111	$	106	$	959
Services transferred over time	481		457		393		1,331
Total revenues, less transaction-based expenses	$	1,223	$	568	$	499	$	2,290

Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated
Six Months Ended June 30, 2023:
Total revenues $ 3,214 $ 1,109 $ 485 $ 4,808
Transaction-based expenses 1,024 — — 1,024
Total revenues, less transaction-based expenses $ 2,190 $ 1,109 $ 485 $ 3,784
Timing of Revenue Recognition
Services transferred at a point in time $ 1,263 $ 229 $ 148 $ 1,640
Services transferred over time 927 880 337 2,144
Total revenues, less transaction-based expenses $ 2,190 $ 1,109 $ 485 $ 3,784
(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 $24 million and $38 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 March 31, 2023:
Total revenues (1)	$	1,673	$	563	$	236	$	2,472
Transaction-based expenses	576		—		—		576
Total revenues, less transaction-based expenses	$	1,097	$	563	$	236	$	1,896

Timing of Revenue Recognition
Services transferred at a point in time	$	635	$	123	$	67	$	825
Services transferred over time	462		440		169		1,071
Total revenues, less transaction-based expenses	$	1,097	$	563	$	236	$	1,896

Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated
Three Months Ended June 30, 2023:
Total revenues $ 1,541 $ 546 $ 249 $ 2,336
Transaction-based expenses 448 — — 448
Total revenues, less transaction-based expenses $ 1,093 $ 546 $ 249 $ 1,888
Timing of Revenue Recognition
Services transferred at a point in time $ 628 $ 106 $ 81 $ 815
Services transferred over time 465 440 168 1,073
Total revenues, less transaction-based expenses $ 1,093 $ 546 $ 249 $ 1,888

Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated
Six Months Ended June 30, 2022:
Total revenues $ 3,247 $ 1,021 $ 604 $ 4,872
Transaction-based expenses 1,159 — — 1,159
Total revenues, less transaction-based expenses $ 2,088 $ 1,021 $ 604 $ 3,713
Timing of Revenue Recognition
Services transferred at a point in time $ 1,197 $ 159 $ 270 $ 1,626
Services transferred over time 891 862 334 2,087
Total revenues, less transaction-based expenses $ 2,088 $ 1,021 $ 604 $ 3,713

Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Total Consolidated
Three Months Ended June 30, 2022:
Total revenues $ 1,604 $ 512 $ 297 $ 2,413
Transaction-based expenses 599 $ — $ — 599
Total revenues, less transaction-based expenses $ 1,005 $ 512 $ 297 $ 1,814
Timing of Revenue Recognition
Services transferred at a point in time $ 563 $ 83 $ 128 $ 774
Services transferred over time 442 429 169 1,040
Total revenues, less transaction-based expenses $ 1,005 $ 512 $ 297 $ 1,814
(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 $24 million and $37 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 ~~table~~tables above ~~also~~ include services related to listings, ~~services related to~~ risk management of open interest performance obligations and ~~services related to~~ regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues transferred over time in the ~~table~~tables above ~~also~~ 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 ~~table~~tables above primarily relate to our origination 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 and servicing software offerings.

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


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,

		Six Months Ended June 30,				Three Months Ended June 30,
		2023		2022		2023		2022
Exchanges Segment:	Exchanges Segment:
Exchanges Segment:
Exchanges Segment:
Data services revenues
Data services revenues
Data services revenues	Data services revenues	$	463	$	432	$	231	$	218
Services transferred over time related to risk management of open interest performance obligations	Services transferred over time related to risk management of open interest performance obligations	151		139		$	75	$	63
Services transferred over time related to risk management of open interest performance obligations
Services transferred over time related to risk management of open interest performance obligations
Services transferred over time related to listings
Services transferred over time related to listings
Services transferred over time related to listings	Services transferred over time related to listings	252		260		$	126	$	131
Services transferred over time related to regulatory fees, trading permits, and software licenses	Services transferred over time related to regulatory fees, trading permits, and software licenses	61		60		$	33	$	30
Services transferred over time related to regulatory fees, trading permits, and software licenses
Services transferred over time related to regulatory fees, trading permits, and software licenses
Total
Total
Total	Total	$	927	$	891	$	465	$	442

Fixed Income Data Services Segment:	Fixed Income Data Services Segment:

Fixed Income Data Services Segment:

Fixed Income Data Services Segment:
Data services revenues
Data services revenues
Data services revenues	Data services revenues	$	864	$	843	$	434	$	421
Services transferred over time related to risk management of open interest performance obligations in our CDS business	Services transferred over time related to risk management of open interest performance obligations in our CDS business	16		19		$	6	$	8
Services transferred over time related to risk management of open interest performance obligations in our CDS business
Services transferred over time related to risk management of open interest performance obligations in our CDS business
Total
Total
Total	Total	$	880	$	862	$	440	$	429

Mortgage Technology Segment:	Mortgage Technology Segment:
Subscription revenues		$	329	$	316	$	164	$	160
Professional service revenues and other		8		18		$	4	$	9

Mortgage Technology Segment:

Mortgage Technology Segment:
Recurring revenues
Recurring revenues
Recurring revenues
Other
Other
Other
Total
Total
Total	Total	$	337	$	334	$	168	$	169

Total consolidated revenues transferred over time	Total consolidated revenues transferred over time	$	2,144	$	2,087	$	1,073	$	1,040

Total consolidated revenues transferred over time

Total consolidated revenues transferred over time

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 March 31, 2024, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $4.1 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: 26% by December 31, 2024, 75% by December 31, 2026, 95% 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 March 31, 2024 and December 31, 2023, the balance of our contract assets was $83 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 ~~six~~three months ended ~~June 30, 2023~~March 31, 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


Foreign currency translation	(8)		—		—		(8)
Other activity, net	—		—		4		4
Goodwill balance at March 31, 2024	$	8,147	$	4,854	$	17,548	$	30,549


~~Goodwill balance at December 31, 2022~~	$	~~21,111~~

~~Foreign currency translation~~	22
~~Other activity, net~~	1
~~Goodwill balance at June 30, 2023~~	$	~~21,134~~

The following is a summary of the activity in our other intangible assets balance for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 (in millions):


Other intangible assets balance at December 31, ~~2022~~2023	$	~~13,090~~17,317
~~Acquisitions~~	5
Foreign currency translation	20 (7)
Amortization of other intangible assets	~~(301)~~(254)

Other intangible assets balance at ~~June 30, 2023~~March 31, 2024	$	~~12,814~~17,056

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 ~~and intangible~~ assets made within one year of acquisitions, with a corresponding adjustment to goodwill.

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 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 ~~rising~~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 ~~reportable business segments~~reporting units were impaired. Additionally, we evaluated whether the carrying value of the finite lived intangible assets within our ~~reportable business segments~~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 or~~assets. With the exception of a $3 million impairment of developed technology within our Exchanges Segment, 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. The $3 million impairment is included in depreciation and amortization expense within the consolidated statement of income.

7. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was ~~$529~~$700 million as of ~~June 30, 2023,~~March 31, 2024, including ~~$437~~$590 million in current deferred revenue and ~~$92~~$110 million in other non-current ~~liabilities.~~liabilities in our consolidated balance sheets. The changes in our deferred revenue during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 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 474 236 32 742
Amortization (252) (175) (40) (467)
Deferred revenue balance at June 30, 2023 $ 337 $ 149 $ 43 $ 529


	Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at January 1, 2024	$	108	$	93	$	106	$	307
Additions	460		161		32		653
Amortization	(122)		(99)		(39)		(260)
Deferred revenue balance at March 31, 2024	$	446	$	155	$	99	$	700

The changes in our deferred revenue during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 are as follows (in millions):


		Listings Revenues		Data Services and Other Revenues		Mortgage Technology		Total
Deferred revenue balance at January 1, 2022		$	112	$	93	$	79	$	284
	Listings Revenues									Listings Revenues	Data Services and Other Revenues	Mortgage Technology	Total
Deferred revenue balance at January 1, 2023
Additions	Additions	500		283		46		829
Amortization	Amortization	(261)		(222)		(55)		(538)
Deferred revenue balance at June 30, 2022		$	351	$	154	$	70	$	575
Deferred revenue balance at March 31, 2023

Included in the amortization recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2024 is $84 million related to the deferred revenue balance as of January 1, 2024. Included in the amortization recognized for the three months ended March 31, 2023 is ~~$103~~$67 million related to the deferred revenue balance as of January 1, 2023. ~~Included in the amortization recognized for the six months ended June 30, 2022 is $119 million related to the deferred revenue balance as of January 1, 2022.~~ As of ~~June 30, 2023,~~March 31, 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

Our total debt, including short-term and long-term debt, consisted of the following (in millions):

As of June 30, 2023 As of December 31, 2022
Debt:
Short-term debt:
Other short-term debt $ — $ 4
Total short-term debt — 4
Long-term debt:
2025 Senior Notes (3.65% senior unsecured notes due May 23, 2025) 1,245 1,243
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,248 1,247
2027 Senior Notes (4.00% senior unsecured notes due September 15, 2027) 1,488 1,487
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027) 498 498
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028) 595 594
2029 Senior Notes (4.35% senior unsecured notes due June 15, 2029) 1,240 1,240
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030) 1,237 1,235
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032) 1,485 1,485
2033 Senior Notes (4.60% senior unsecured notes due March 15, 2033) 1,488 1,488
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040) 1,232 1,231
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048) 1,232 1,231
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050) 1,221 1,221
2052 Senior Notes (4.95% senior unsecured notes due June 15, 2052) 1,465 1,464
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060) 1,471 1,471
2062 Senior Notes (5.20% senior unsecured notes due June 15, 2062) 983 983
Total long-term debt 18,128 18,118
Total debt $ 18,128 $ 18,122


	As of March 31, 2024		As of December 31, 2023
Short-term debt:
Commercial Paper	$	1,916	$	1,954



Total short-term debt	1,916		1,954
Long-term debt:




2025 Term Loan due August 31, 2025	1,000		1,600
2025 Senior Notes (3.65%; unsecured due May 23, 2025)	1,247		1,246
2025 Senior Notes (3.75%; unsecured due December 1, 2025)	1,248		1,248
2027 Senior Notes (4.00%; unsecured due September 15, 2027)	1,490		1,489
2027 Senior Notes (3.10%; unsecured due September 15, 2027)	498		498
2028 Senior Notes (3.625%; unsecured due September 1, 2028)	925		920
2028 Senior Notes (3.75%; unsecured due September 21, 2028)	596		596
2029 Senior Notes (4.35%; unsecured due June 15, 2029)	1,242		1,241
2030 Senior Notes (2.10%; unsecured due June 15, 2030)	1,238		1,238
2032 Senior Notes (1.85%; unsecured due September 15, 2032)	1,487		1,486
2033 Senior Notes (4.60%; unsecured due March 15, 2033)	1,489		1,489
2040 Senior Notes (2.65%; unsecured due September 15, 2040)	1,232		1,232
2048 Senior Notes (4.25%; unsecured due September 21, 2048)	1,232		1,232
2050 Senior Notes (3.00%; unsecured due June 15, 2050)	1,222		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)	984		984
Total long-term debt	20,068		20,659
Total debt	$	21,984	$	22,613

~~Our~~As of March 31, 2024, our senior notes of ~~$18.1~~$19.1 billion ~~have~~had a weighted average maturity of 1615 years and a weighted average cost of 3.6% per annum.

Credit Facilities

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 25, 2027, 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. No amounts were outstanding under the Credit Facility as of ~~June 30, 2023.~~March 31, 2024.

As of ~~June 30, 2023,~~March 31, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, ~~$171 million~~$1.9 billion was required to ~~support certain broker-dealer and other subsidiary commitments. We did not have any amounts~~back-stop the notes outstanding under our U.S. dollar commercial paper program, or the Commercial Paper Program, ~~as of June 30, 2023. Therefore, there~~and $172 million was ~~not an amount~~ required to ~~backstop the Commercial Paper Program. The amount required to backstop the amounts~~support certain broker-dealer and other subsidiary commitments. Amounts

required to backstop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining ~~$3.7~~$1.8 billion was available for working capital and general corporate purposes including, but not limited to, acting as a backstop to future amounts outstanding under the Commercial Paper Program.

We have a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term Loan, with a maturity date of ~~May 25, 2024.~~August 31, 2025. Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 108.75 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranges 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. We ~~expect to use the proceeds from borrowings under the Term Loan to fund a portion of the purchase price for the Black Knight acquisition. We~~ have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time. ~~No amounts were~~As of March 31, 2024, we had $1.0 billion outstanding under the Term ~~Loan as of June 30, 2023.~~Loan.

Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of ~~June 30, 2023,~~March 31, 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. ~~We did not have any notes outstanding~~During the three months ended March 31, 2024, we had net repayments of $38 million under ~~our~~the Commercial Paper Program funded primarily by cash flows from operations.

Commercial paper notes of $1.9 billion with original maturities ranging from 4 to 45 days were outstanding as of ~~June 30, 2023.~~

March 31, 2024, with a weighted average interest rate of 5.6% per annum, and a weighted average remaining maturity of 28 days.

9. Share-Based Compensation

We currently ~~sponsor~~have employee and non-employee director incentive plans from which we grant stock ~~option plans,~~options, restricted shares, and restricted stock ~~plans and our~~units with various service, performance, and/or market conditions. We also have an Employee Stock Purchase Plan available to our ~~employees and directors.~~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 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 ~~$85~~$57 million and ~~$76~~$40 million for ~~the six months ended June 30, 2023 and 2022, respectively, and $45 million and $38 million during~~ the three months ended ~~June 30,~~March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, $6 million of the total non-cash compensation expense was recorded within acquisition-related transaction and ~~2022, respectively.~~integration costs in the consolidated statement of income.

Stock Option Plans

We use the Black-Scholes option pricing model to value our stock option awards. During the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ we used the assumptions in the table below to compute the value:


		Six Months Ended June 30,
	Three Months Ended March 31,						Three Months Ended March 31,
Assumptions:	Assumptions:	2023	2022	Assumptions:	2024	2023
Risk-free interest rate	Risk-free interest rate	3.47%	1.72%	Risk-free interest rate	4.14%	3.47%
Expected life in years	Expected life in years	6.1	6.0	Expected life in years	6.0	6.1
Expected volatility	Expected volatility	24%	23%	Expected volatility	24%	24%
Expected dividend yield	Expected dividend yield	1.56%	1.17%	Expected dividend yield	1.33%	1.56%
Estimated weighted-average fair value of options granted per share	Estimated weighted-average fair value of options granted per share	$27.39	$28.18	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 Plans

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 ~~2023,~~2024, we reserved a maximum of 0.9 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, ~~2023, and will also be subject to a market condition reduction based on how~~

~~our 2023 total stockholder return, or TSR, compares to that of the S&P 500 Index.~~2024. The maximum compensation expense to be recognized under these performance-based restricted shares is ~~$92~~$112 million if the maximum financial performance target is met and all 0.9 million shares vest. The compensation expense to be recognized under these performance-based restricted shares will be ~~$46~~$56 million 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 ~~2023~~2024 actual financial performance as compared to the ~~2023~~2024 financial performance targets. As of ~~June 30, 2023,~~March 31, 2024, our best estimate is that the financial performance level will be ~~above~~at target for ~~2023.~~2024. Based on this assessment, we recorded non-cash compensation expense of ~~$14 million and $10~~$4 million for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024, related to these awards and the remaining ~~$46~~$52 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including ~~$19~~$30 million which will be recorded over the remainder of ~~2023.~~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, the valuation of historical awards with market conditions, the relatively low likelihood that the market condition will affect the number of shares granted (as the market condition only affects shares granted in excess of certain financial performance targets), and our expectation of achieving the financial performance targets.

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

We did not have any share repurchases during the six months or three months ended June 30, 2023. During the six months and three months ended June 30, 2022, we repurchased a total of 5.0 million and 1.3 million shares, respectively, of our outstanding common stock at a cost of $632 million and $157 million, respectively. Our repurchases during the six months ended June 30, 2022 consisted of 4.6 million shares at a cost of $582 million under our Rule 10b5-1 trading plan and 0.4 million shares at a cost of $50 million on the open market during an open trading period. All shares repurchased during the three months ended June 30, 2022 were done under our Rule 10b5-1 trading plan. As of June 30, 2023, the remaining balance of Board approved funds for future repurchases was $2.5 billion. In connection with our ~~pending~~ 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 three months ended March 31, 2024 or 2023. As of March 31, 2024, the remaining balance of Board approved funds for future repurchases was $2.5 billion.

Dividends

During the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ we declared and paid cash dividends per share of ~~$0.84~~$0.45 and ~~$0.76,~~$0.42, respectively, for an aggregate payout of ~~$472~~$258 million and ~~$427~~$236 million, respectively. During the three months ended June 30, 2023 and 2022, we declared dividends per share of $0.42 and $0.38, respectively for an aggregate payout of $236 million and $213 million, respectively. The declaration of dividends is subject to the discretion of our Board. Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be ~~determined~~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, 2022 $ (278) $ 2 $ (55) $ (331)
Other comprehensive income 47 — — 47
Income tax benefit/(expense) — — — —
Net current period other comprehensive income 47 — — 47
Balance, as of June 30, 2023 $ (231) $ 2 $ (55) $ (284)


	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/(loss)	(18)		10		—		(8)
Income tax expense	—		(3)		—		(3)
Net current period other comprehensive income/(loss)	(18)		7		—		(11)
Balance, as of March 31, 2024	$	(248)	$	9	$	(66)	$	(305)

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 March 31, 2023 $ (262) $ 2 $ (55) $ (315)
Other comprehensive income 31 — — 31
Income tax benefit/(expense) — — — —
Net current period other comprehensive income 31 — — 31
Balance, as of June 30, 2023 $ (231) $ 2 $ (55) $ (284)

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, 2021 $ (150) $ 2 $ (48) $ (196)
Other comprehensive loss (110) — — (110)
Income tax benefit/(expense) 1 — — 1
Net current period other comprehensive loss (109) — — (109)
Balance, as of June 30, 2022 $ (259) $ 2 $ (48) $ (305)

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 March 31, 2022 $ (175) $ 2 $ (48) $ (221)
Other comprehensive loss (85) — — (85)
Income tax benefit/(expense) 1 — — 1
Net current period other comprehensive loss (84) — — (84)
Balance, as of June 30, 2022 $ (259) $ 2 $ (48) $ (305)


	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	16		—		—		16
Income tax benefit/(expense)	—		—		—		—
Net current period other comprehensive income	16		—		—		16
Balance, as of March 31, 2023	$	(262)	$	2	$	(55)	$	(315)

11. Income Taxes

Our effective tax rate was ~~12%~~19% and ~~22% during the six months ended June 30, 2023 and 2022, respectively, and 4% and 23%~~21% during the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The effective tax ~~rates~~rate for the ~~six months and~~ three months ended ~~June 30, 2023 were~~March 31, 2024 was lower than the effective tax ~~rates~~rate for the comparable ~~periods~~period in ~~2022~~2023 primarily due to ~~the tax benefits resulting from favorable audit settlements for prior years,~~ deferred ~~and current~~income tax benefits from state apportionment changes ~~and the application of the high-tax exception to the Global Intangible Low-Taxed Income, or GILTI,~~ in the current period, partially offset by the ~~impact of the U.K. corporate income tax increase from 19% to 25% effective April 1, 2023.~~

~~In conjunction with the increase in the~~ U.K. corporate income tax rate ~~we intend~~increase to ~~elect~~25% effective for the ~~GILTI high-tax exception election~~full year in ~~2023. During~~2024, the net effect of which was greater than the impact of favorable audit settlements for certain historical periods during the three months ended March 31, 2023.

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, 2023, our tax provision includes the impacts of this election, which resulted in a reduction in our GILTI inclusions. Our unrecognized tax benefit as of June 30, 2023 was $240 million, a $7 million net decrease from the $247 million as of December 31, 2022. The net decrease includes a $40 million

reduction as a result of audit settlements, a $20 million increase related to current year positions, a $31 million increase related to prior year positions, and an $18 million reduction related to prior year positions.

~~In August 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.~~The IRA introduced a 15% corporation minimum tax, or CAMT, on adjusted financial statement income for corporations with profits in excess of $1 billion, effective for tax years after December 31, 2022.~~Based on the current guidance provided by the Internal Revenue Service and Treasury, the implementation of the CAMT does~~2028. These new U.K. Pillar Two rules did not have a material impact toon our ~~financial statements~~income tax provision as of ~~June 30, 2023.~~

~~The IRA also includes a share buyback excise tax of 1% on share repurchases, which will apply to net share repurchases after December~~March 31, ~~2022.During the six months ended June 30, 2023, we did not repurchase any shares, therefore, we were not subject to any excise tax.The newly imposed excise tax on share repurchases is not considered an income tax.Any excise tax, as a result of future share repurchases, will be considered part of the cost of the shares repurchased and reflected in the equity section of our consolidated financial statements.~~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 ~~and OTC European CDS instruments~~

ICE Futures Europe, ICE Futures U.S., ICE Endex, ICE Futures Abu Dhabi and third-party venues

U.K.

ICE Clear U.S.

Agricultural, metals, foreign exchange, or FX, interest rate and equity index ~~and digital asset~~ 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 ~~and digital asset futures contracts~~

ICE Futures Singapore

Singapore

ICE NGX

Physical North American natural gas, electricity and ~~electricity~~environmental commodities

ICE NGX

Canada

In 2022, we announced our decision to cease our CDS clearing service at ICE Clear Europe, our clearing house in the U.K., and thereafter our sole CDS clearing offering will be at our ICE Clear Credit clearing house in the U.S. This is expected to be completed in late 2023.

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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the ICE Clearing Houses had received or had been pledged ~~$194.0~~$174.1 billion and ~~$273.3~~$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. Included in the total contribution to ICE Clear U.S., as of June 30, 2023, is $15 million from Bakkt, solely applicable to any losses associated with a default in Bitcoin contracts and other digital assets that ICE Clear U.S. may clear in the future. Such amounts are recorded as long-term restricted cash and cash equivalents orand long-term restricted investments in our balance sheets and are as follows (in millions):

ICE Portion of Guaranty Fund Contribution Default insurance
Clearing House As of June 30, 2023 As of
December 31, 2022 As of June 30, 2023 As of
December 31, 2022
ICE Clear Europe $247 $247 $100 $100
ICE Clear U.S. 90 90 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 15 15 200 200
Total $405 $405 $400 $400


	ICE Portion of Guaranty Fund Contribution		Default insurance
Clearing House	As of March 31, 2024	As of December 31, 2023	As of March 31, 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	15	15	200	200
Total	$340	$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.~~protection, which is reflected in the table above. The default insurance was renewed in September 2022 and has a three-year ~~term for the following clearing houses in the following amounts: ICE Clear Europe - $100 million; ICE Clear U.S. - $25 million; and ICE Clear Credit - $75 million.~~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 ~~June 30, 2023,~~March 31, 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.

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

~~ICE Clearing House Default Waterfall~~

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 ~~June 30,~~March 31, 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	$	38,628	$	24,125	$	5,620	$	—	$	4	$	68,377
Unsettled variation margin, net	—		—		—		1,108		—		1,108
Guaranty fund	2,493		3,193		591		—		5		6,282
Delivery contracts receivable/payable, net	—		—		—		412		—		412
Total	$	41,121	$	27,318	$	6,211	$	1,520	$	9	$	76,179

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

ICE Clear Europe (1)
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses Total
Original margin $ 45,464 $ 29,056 $ 4,968 $ — $ 5 $ 79,493
Unsettled variation margin, net — — — 693 — 693
Guaranty fund 3,886 3,197 646 — 4 7,733
Delivery contracts receivable/payable, net — — — 410 — 410
Total $ 49,350 $ 32,253 $ 5,614 $ 1,103 $ 9 $ 88,329

~~As of December 31, 2022, our cash and invested margin deposits were as follows (in millions):~~

ICE Clear Europe (2)
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses Total
Original margin $ 101,243 $ 31,277 $ 4,141 $ — $ 5 $ 136,666
Unsettled variation margin, net — — — 749 — 749
Guaranty fund 4,162 3,177 597 — 4 7,940
Delivery contracts receivable/payable, net — — — 2,017 — 2,017
Total $ 105,405 $ 34,454 $ 4,738 $ 2,766 $ 9 $ 147,372

~~(1)~~ ~~$44.7 billion and $4.6 billion is related to futures/options and CDS, respectively.~~

~~(2)~~ ~~$97.6 billion and $7.8 billion is related to futures/options and CDS, respectively.~~


	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 ~~June 30, 2023,~~March 31, 2024, the following facilities were in place:

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

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

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

•ICE Clear Netherlands: €10 million in Committed FX Facilities to ~~finance~~have the ability to convert available non-euro denominated cash into euro denominated cash to meet euro denominated payment ~~obligations.~~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 June 30, 2023

As of
December 31, 2022

Clearing House

Investment Type

As of March 31, 2024

As of
December 31, 2023

ICE Clear Europe

National bank account (1)

5,932

17,390

ICE Clear Europe

Reverse repo

41,300

65,352

ICE Clear Europe

Sovereign debt

1,791

19,894

ICE Clear Europe

Demand deposits

153

ICE Clear Credit

National bank account

24,910

27,145

ICE Clear Credit

Reverse repo

4,310

3,916

ICE Clear Credit

Demand deposits

3,034

3,393

ICE Clear U.S.

Reverse repo

5,465

4,266

ICE Clear U.S.

Sovereign Debt

149

472

Other ICE Clearing Houses

Demand deposits

Total cash and cash equivalent margin deposits and guaranty funds

86,917

141,990

Total cash and cash equivalent margin deposits and guaranty funds

Invested Deposits, Delivery Contracts Receivable and Unsettled Variation Margin

Clearing House

Investment Type

As of June 30, 2023

As of
December 31, 2022

ICE NGX

Unsettled variation margin and delivery contracts receivable/payable

1,103

2,766

ICE NGX

ICE Clear Europe

Invested deposits - sovereign debt

309

2,616

Total invested deposits, delivery contracts receivable and unsettled variation margin

1,412

5,382

Total invested deposits, delivery contracts receivable and unsettled variation margin

(1) As of ~~June 30, 2023,~~March 31, 2024, ICE Clear Europe held ~~€58~~€12 million ($6313 million based on the euro/U.S. dollar exchange rate of ~~1.0911~~1.0795 as of ~~June 30, 2023)~~March 31, 2024) at the European Central Bank, or ECB, and £4.6 billion ($~~5.9~~5.8 billion based on the pound sterling/U.S. dollar exchange rate of ~~1.2697~~1.2625 as of ~~June 30, 2023)~~March 31, 2024) at the Bank of England, or ~~BOE, and €10 million ($11 million based on the above exchange rate) at the~~ BOE. As of December 31, ~~2022,~~2023, ICE Clear Europe held ~~€11.7 billion~~€11 million ($~~12.5 billion~~12 million based on the euro/U.S. dollar exchange rate of ~~1.0704~~1.1037 as of December 31, ~~2022)~~2023) at the ECB, ~~£4.0~~£4.6 billion ($~~4.9~~5.8 billion based on the pound sterling/U.S. dollar exchange rate of ~~1.2093~~1.2732 as of December 31, ~~2022)~~2023) at the BOE and €10 million ($11 million based on the above exchange rate) at the BOE.

Other Deposits

Non-cash original margin and guaranty fund deposits are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the clearing members.

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, ~~emissions allowances,~~ 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. ~~The value-related~~These other deposits are not reflected in the consolidated balance sheets as the risks and rewards of these assets remain with the ~~Members.~~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 ~~Member.~~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 June 30, 2023
		ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Total

		ICE Clear Europe
		ICE Clear Europe
		ICE Clear Europe
Original margin:
Original margin:
Original margin:	Original margin:
Government securities at face value	Government securities at face value	$	53,228	$	31,705	$	12,920	$	—	$	97,853
Government securities at face value
Government securities at face value
Letters of credit and other	Letters of credit and other	237		—		—		4,326		4,563
Letters of credit and other
Letters of credit and other
Emissions certificates at fair value
Emissions certificates at fair value
Emissions certificates at fair value
ICE NGX cash deposits
ICE NGX cash deposits
ICE NGX cash deposits	ICE NGX cash deposits	—		—		—		1,349		1,349
Total	Total	$	53,465	$	31,705	$	12,920	$	5,675	$	103,765
Total
Total
Guaranty fund:
Guaranty fund:
Guaranty fund:	Guaranty fund:
Government securities at face value	Government securities at face value	$	765	$	846	$	289	$	—	$	1,900
Government securities at face value
Government securities at face value

As of December 31, 2022
ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Total
Original margin:
Government securities at face value $ 74,964 $ 26,601 $ 14,855 $ — $ 116,420
Letters of credit — — — 5,434 5,434
ICE NGX cash deposits — — — 2,357 2,357
Total $ 74,964 $ 26,601 $ 14,855 $ 7,791 $ 124,211
Guaranty fund:
Government securities at face value $ 641 $ 805 $ 269 $ — $ 1,715

The ICE Clearing Houses invest cash margin deposits, including both the guaranty fund and original margin deposits on behalf of clearing members, primarily for purposes of safeguarding customer funds. Interest earned on cash margin investments is provided back to clearing members net of certain costs and administrative fees charged and retained by ICE. The ICE Clearing Houses also charge fees for clearing members pledging non-cash margin in lieu of cash margin, these fees are fully retained by ICE. The net interest income on cash margin and fees charged for non-cash margin retained by the ICE Clearing Houses is recorded in our Exchanges segment as OTC and other revenues and in our Fixed Income and Data Services segment as CDS clearing revenues in our consolidated statement of income. We recognized a combined $191 million and $139 million as our revenues during the six months ended June 30, 2023 and 2022, respectively, and $91 million and $81 million as our revenues during the three months ended June 30, 2023 and 2022, respectively.


	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 ~~primarily~~ 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, ~~but only collects~~and requires full collateralization of net accrued variation ~~margin when a Member's open position falls outside a specified percentage of its pledged collateral.~~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 ~~June 30, 2023,~~March 31, 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.

Clearing House Exposure

The net notional value of unsettled contracts was ~~$2.4~~$2.1 trillion as of ~~June 30, 2023.~~March 31, 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 ~~$161.8 billion~~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 ~~June 30, 2023, which represents the maximum~~contracts, margining and collateral requirements, other elements of our

risk management program, historical evidence of default payments, and estimated ~~value~~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 March 31, 2024. The ICE Clearing Houses have never experienced an incident of a ~~hypothetical one-day movement in pricing~~clearing member default which has required the use of the underlying unsettled contracts. This value was determined using proprietary risk management software that simulates gains and losses based on historical market prices, volatility and other factors present at that point in time for those particular unsettled contracts. Future market price volatility could result inguaranty funds of non-defaulting clearing members or the ~~exposure being significantly different than this amount.~~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, ~~other than the potential $725 million termination fee payable to Black Knight and our accruals related to potential regulatory settlements of $11 million,~~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 ~~2022~~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 as otherwise disclosed below and in Note 16 to the consolidated financial statements in Part II, Item 8 of our ~~2022~~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 ~~2022~~2023 Form 10-K.

~~Black Knight Transaction Litigation~~PennyMac Arbitration Update

~~On March 9, 2023, the Federal Trade Commission, or the FTC, filed~~In this matter, an administrative complaint alleging that the proposed transaction between ICE and Black Knight, if consummated, would be an unfair method of competition in violation of Section 5 of the Federal Trade Commission Act, and that it would substantially lessen competition, or tend to create a monopoly, in violation of Section 7 of the Clayton Act. The complaint seeks a variety of injunctive relief, including,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 ~~prohibition~~final award of $157 million in favor of Black Knight on ~~the completion~~January 12, 2024. On February 14, 2024, PennyMac paid Black Knight $160 million in satisfaction of the ~~transaction without~~final award (inclusive of applicable interest). In the ~~FTC’s consent~~same arbitration, PennyMac also brought claims under the Sherman and ~~if the transaction is completed,~~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 ~~divestiture or reconstitution of assets~~legacy provision in ~~a manner~~Black Knight contracts preventing clients from servicing loans on multiple systems simultaneously. Black Knight never enforced that ~~restores such separate~~provision against any customer and ~~independent businesses as the parties had operated prior to the completion of the transaction. On April 10, 2023, the FTC filed a complaint~~has alerted current customers that this provision will not be enforced in the United States District Court for the Northern District of California for a temporary restraining order and preliminary injunction enjoining the completion of the transaction. On April 21, 2023, the court entered a temporary restraining order enjoining the completion of the transaction until the court rules on the FTC’s motion for a preliminary injunction. In their answers to the administrative and court complaints, filed on March 20, 2023 and April 25, 2023, respectively, ICE and Black Knight denied the FTC’s substantive allegations; asserted numerous affirmative defenses; described the pro-competitive aspects and significant lender, servicer, investor, vendor and consumer benefits relating to this transaction; and denied that the combination of their respective businesses would violate any laws. Additionally, the answers to the court complaint contained counterclaims by ICE and Black Knight against the FTC seeking declaratory relief that the FTC’s administrative process is unconstitutional and should be enjoined. On July 17, 2023, the district court entered an order granting a joint motion by the parties to continue the evidentiary hearing on the FTC's motion for a preliminary injunction, and rescheduled the hearing to August 14, 2023. In continuing the hearing, the court noted that the parties are discussing a potential resolution of the matter resulting from the announcement of the planned divestiture of the Optimal

Blue business (see Note 3) and the FTC’s analysis of the implications of the divestiture for this case and the administrative complaint. On July 19, 2023, FTC counsel filed an unopposed motion with the FTC to withdraw the administrative complaint from adjudication; on July 25, 2023, the FTC granted this motion. We are vigorously defending against the FTC’s court complaint.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 ~~2022~~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 ~~accompanying~~ consolidated balance sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~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.

Our restricted short-term and long-term investments represent restricted regulatory funds and SITG funds, respectively, at ICE Clear Europe, invested in treasury securities with maturities of greater than 90 days.

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 ~~the~~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.

WeAs 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 March 31, 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 as of June 30, 2023 or December 31, 2022.~~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 December 31, ~~2022,~~2023, certain equity method investments were measured at fair value on a non-recurring basis. As of ~~June 30, 2023,~~March 31, 2024, with the exception of a $3 million impairment of a developed technology intangible asset 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 ~~ASU 2016-01~~ASC 321, .Investments - Equity Securities. During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we evaluated these investments and determined that nowe had a fair value ~~adjustments were required under~~loss on our ~~accounting policy election related to these investments.~~investments of $3 million, which we recorded within other income/(expense), net, in the consolidated statement of income. As of March 31, 2024, the carrying amount of our investments without readily determinable fair values was $84 million.

~~See Note 12 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.~~Financial Instruments Not Measured at Fair Value

The table below displays the fair value of our debt as of ~~June 30, 2023.~~March 31, 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 ~~June 30, 2023.~~March 31, 2024.


		As of June 30, 2023
		(in millions)
	As of March 31, 2024								As of March 31, 2024
	(in millions)								(in millions)
Debt:	Debt:	Carrying Amount		Fair value		Debt:	Carrying Amount	Fair value
Commercial Paper

2025 Term Loan due August 31, 2025

2025 Term Loan due August 31, 2025

2025 Term Loan due August 31, 2025
3.65% Senior Notes due May 23, 2025	3.65% Senior Notes due May 23, 2025	$	1,245	$	1,226
3.75% Senior Notes due December 1, 2025	3.75% Senior Notes due December 1, 2025	1,248		1,214
4.00% Senior Notes due September 15, 2027	4.00% Senior Notes due September 15, 2027	1,488		1,463
3.10% Senior Notes due September 15, 2027	3.10% Senior Notes due September 15, 2027	498		468
3.625% Senior Notes due September 1, 2028
3.75% Senior Notes due September 21, 2028	3.75% Senior Notes due September 21, 2028	595		571
4.35% Senior Notes due June 15, 2029	4.35% Senior Notes due June 15, 2029	1,240		1,225
2.10% Senior Notes due June 15, 2030	2.10% Senior Notes due June 15, 2030	1,237		1,046
1.85% Senior Notes due September 15, 2032	1.85% Senior Notes due September 15, 2032	1,485		1,157
4.60% Senior Notes due March 15, 2033	4.60% Senior Notes due March 15, 2033	1,488		1,455
2.65% Senior Notes due September 15, 2040	2.65% Senior Notes due September 15, 2040	1,232		892
4.25% Senior Notes due September 21, 2048	4.25% Senior Notes due September 21, 2048	1,232		1,091
3.00% Senior Notes due June 15, 2050	3.00% Senior Notes due June 15, 2050	1,221		871
4.95% Senior Notes due June 15, 2052	4.95% Senior Notes due June 15, 2052	1,465		1,435
3.00% Senior Notes due September 15, 2060	3.00% Senior Notes due September 15, 2060	1,471		985
5.20% Senior Notes due June 15, 2062	5.20% Senior Notes due June 15, 2062	983		996
Total debt	Total debt	$	18,128	$	16,095

15. Segment Reporting

Our business is conducted through three reportable business segments:

•Exchanges: We operate regulated ~~marketplaces~~marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial ~~securities;~~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 CDS clearing and multi-asset class data delivery ~~solutions;~~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.

Beginning in the first quarter of 2023, closing solutions revenues within our Mortgage Technology segment now include membership dues that were previously included in other revenues. We believe this is a more accurate reflection of the nature of these revenues. The impact of this change was not material, and the prior year periods have been adjusted for comparability.

Financial data for our business segments is as follows for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in millions):


		Six Months Ended June 30, 2023
		Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
	Three Months Ended March 31, 2024
		Exchanges
		Exchanges
		Exchanges
Revenues:
Revenues:
Revenues:	Revenues:
Energy futures and options	Energy futures and options	$	700	$	—	$	—	$	700
Energy futures and options
Energy futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options	Agricultural and metals futures and options	147		—		—		147
Financial futures and options	Financial futures and options	232		—		—		232
Financial futures and options
Financial futures and options
Cash equities and equity options
Cash equities and equity options
Cash equities and equity options	Cash equities and equity options	1,215		—		—		1,215
OTC and other	OTC and other	205		—		—		205
OTC and other
OTC and other
Data and connectivity services
Data and connectivity services
Data and connectivity services	Data and connectivity services	463		—		—		463
Listings	Listings	252		—		—		252
Listings
Listings
Fixed income execution
Fixed income execution
Fixed income execution	Fixed income execution	—		60		—		60
CDS clearing	CDS clearing	—		185		—		185
CDS clearing
CDS clearing
Fixed income data and analytics
Fixed income data and analytics
Fixed income data and analytics	Fixed income data and analytics	—		553		—		553
Other data and network services	Other data and network services	—		311		—		311
Other data and network services
Other data and network services
Origination technology
Origination technology
Origination technology	Origination technology	—		—		337		337
Closing solutions	Closing solutions	—		—		87		87
Closing solutions
Closing solutions
Servicing software
Servicing software
Servicing software
Data and analytics	Data and analytics	—		—		45		45
Other		—		—		16		16
Data and analytics
Data and analytics

Revenues

Revenues

Revenues	Revenues	3,214		1,109		485		4,808
Transaction-based expenses	Transaction-based expenses	1,024		—		—		1,024
Transaction-based expenses
Transaction-based expenses
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	2,190		1,109		485		3,784
Operating expenses	Operating expenses	631		699		530		1,860
Operating expenses
Operating expenses
Operating income/(loss)
Operating income/(loss)
Operating income/(loss)	Operating income/(loss)	$	1,559	$	410	$	(45)	$	1,924

Three Months Ended June 30, 2023
Exchanges Fixed Income and Data Services Mortgage Technology Consolidated
Revenues:
Energy futures and options $ 355 $ — $ — $ 355
Agricultural and metals futures and options 77 — — 77
Financial futures and options 104 — — 104
Cash equities and equity options 544 — — 544
OTC and other 104 — — 104
Data and connectivity services 231 — — 231
Listings 126 — — 126
Fixed income execution — 28 — 28
CDS clearing — 84 — 84
Fixed income data and analytics — 277 — 277
Other data and network services — 157 — 157
Origination technology — — 170 170
Closing solutions — — 47 47
Data and analytics — — 24 24
Other — — 8 8
Revenues 1,541 546 249 2,336
Transaction-based expenses 448 — — 448
Revenues, less transaction-based expenses 1,093 546 249 1,888
Operating expenses 311 356 266 933
Operating income/(loss) $ 782 $ 190 $ (17) $ 955


		Six Months Ended June 30, 2022
		Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
	Three Months Ended March 31, 2023
		Exchanges
		Exchanges
		Exchanges
Revenues:
Revenues:
Revenues:	Revenues:
Energy futures and options	Energy futures and options	$	618	$	—	$	—	$	618
Energy futures and options
Energy futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options	Agricultural and metals futures and options	122		—		—		122
Financial futures and options	Financial futures and options	253		—		—		253
Financial futures and options
Financial futures and options
Cash equities and equity options
Cash equities and equity options
Cash equities and equity options	Cash equities and equity options	1,357		—		—		1,357
OTC and other	OTC and other	205		—		—		205
OTC and other
OTC and other
Data and connectivity services
Data and connectivity services
Data and connectivity services	Data and connectivity services	432		—		—		432
Listings	Listings	260		—		—		260
Listings
Listings
Fixed income execution
Fixed income execution
Fixed income execution	Fixed income execution	—		40		—		40
CDS clearing	CDS clearing	—		138		—		138
CDS clearing
CDS clearing
Fixed income data and analytics
Fixed income data and analytics
Fixed income data and analytics	Fixed income data and analytics	—		551		—		551
Other data and network services	Other data and network services	—		292		—		292
Other data and network services
Other data and network services
Origination technology
Origination technology
Origination technology	Origination technology	—		—		399		399
Closing solutions	Closing solutions	—		—		138		138
Closing solutions
Closing solutions

Servicing software

Servicing software

Servicing software
Data and analytics	Data and analytics	—		—		44		44
Other		—		—		23		23
Data and analytics
Data and analytics

Revenues

Revenues

Revenues	Revenues	3,247		1,021		604		4,872
Transaction-based expenses	Transaction-based expenses	1,159		—		—		1,159
Transaction-based expenses
Transaction-based expenses
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	2,088		1,021		604		3,713
Operating expenses	Operating expenses	603		692		557		1,852
Operating income		$	1,485	$	329	$	47	$	1,861
Operating expenses
Operating expenses
Operating income/(loss)
Operating income/(loss)
Operating income/(loss)

Three Months Ended June 30, 2022
Exchanges Fixed Income and Data Services Mortgage Technology Consolidated
Revenues:
Energy futures and options $ 265 $ — $ — $ 265
Agricultural and metals futures and options 61 — — 61
Financial futures and options 123 — — 123
Cash equities and equity options 698 — — 698
OTC and other 108 — — 108
Data and connectivity services 218 — — 218
Listings 131 — — 131
Fixed income execution — 25 — 25
CDS clearing — 66 — 66
Fixed income data and analytics — 274 — 274
Other data and network services — 147 — 147
Origination technology — — 196 196
Closing solutions — — 66 66
Data and analytics — — 24 24
Other — — 11 11
Revenues 1,604 512 297 2,413
Transaction-based expenses 599 — — 599
Revenues, less transaction-based expenses 1,005 512 297 1,814
Operating expenses 304 338 303 945
Operating income/(loss) $ 701 $ 174 $ (6) $ 869

~~Revenue~~Revenues from one member of the Exchanges segment comprised ~~$254~~$157 million, or ~~12%~~13%, and ~~$130~~$123 million, or ~~12%~~11%, of our Exchange revenues, less transaction-based expenses for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023, respectively. ~~Revenue from one member of the Exchanges segment comprised $213 million, or 10%, of our Exchange~~

revenues, less transaction-based expenses for the six months ended June 30, 2022 and no customers or clearing members accounted for more than 10% of our Exchange revenues, less transaction-based expenses during the three months ended June 30, 2022. 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 ~~six months or~~ three months ended ~~June 30, 2023~~March 31, 2024 or ~~2022.~~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 ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in millions, except per share amounts):


		Six Months Ended June 30,				Three Months Ended June 30,
		2023		2022		2023		2022
		Three Months Ended March 31,

		Three Months Ended March 31,

2024
2024
Basic:
Basic:
Basic:	Basic:
Net income attributable to Intercontinental Exchange, Inc.	Net income attributable to Intercontinental Exchange, Inc.	$	1,454	$	1,212	$	799	$	555
Net income attributable to Intercontinental Exchange, Inc.
Net income attributable to Intercontinental Exchange, Inc.
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding	560		560		560		558
Basic earnings per common share	Basic earnings per common share	$	2.60	$	2.17	$	1.43	$	0.99
Basic earnings per common share
Basic earnings per common share
Diluted:
Diluted:
Diluted:	Diluted:
Weighted average common shares outstanding	Weighted average common shares outstanding	560		560		560		558
Weighted average common shares outstanding
Weighted average common shares outstanding
Effect of dilutive securities - stock options and restricted stock
Effect of dilutive securities - stock options and restricted stock
Effect of dilutive securities - stock options and restricted stock	Effect of dilutive securities - stock options and restricted stock	1		2		1		2
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	561		562		561		560
Diluted weighted average common shares outstanding
Diluted weighted average common shares outstanding
Diluted earnings per common share	Diluted earnings per common share	$	2.59	$	2.16	$	1.42	$	0.99
Diluted earnings per common share
Diluted earnings per common share

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 ~~both~~ the ~~six~~ three

months ended ~~June 30,~~March 31, 2024 and 2023, 0.4 million and ~~2022, 1~~0.7 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 ~~other than those already disclosed in this Quarterly Report,~~ met the definition of a subsequent event for purposes of recognition or disclosure in the ~~accompanying~~ 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. Due to rounding, figures in tables may not sum exactly.

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, Israel and Gaza), 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. and the United Kingdom, or U.K.;

•the impact of the introduction of or any changes in laws, regulations, rules or government policies with respect to financial markets, climate change, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements;

•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 ~~origination~~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 ~~close~~remain in compliance with the Federal Trade Commission consent order to resolve antitrust concerns regarding our acquisition of Black ~~Knight acquisition on the terms and timing expected;~~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 performance and reliability of our trading, clearing 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 ICE Mortgage Technology business confidential;

•the impacts of a public health emergency or pandemic, including ~~the~~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 ~~2022~~2023 Form 10-K, as filed with the SEC on February ~~2, 2023.~~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 ~~market infrastructure,~~technology and data ~~services and technology solutions~~ to a broad range of customers including financial institutions, corporations and government entities. ~~Our~~These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, ~~in the U.S.,~~ 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~~

~~Pending Acquisition of Black Knight, Inc.~~

On May 4, 2022, we announced that we had entered into a definitive agreement to acquire Black Knight, Inc., or Black Knight, a software, data and analytics company that serves the housing finance continuum, including real estate data,

mortgage lending and servicing, as well as the secondary markets. Pursuant to the merger agreement, Sub will merge with and into Black Knight, with Black Knight surviving as a wholly owned subsidiary of ICE.

On March 7, 2023, ICE and Black Knight announced that, in connection with the merger agreement, Black Knight has entered into an agreement to sell its Empower loan origination business. On March 7, 2023, ICE and Black Knight also entered into an amendment to the merger agreement to reduce the per share merger consideration to be paid by ICE at the effective time of the merger. As of March 7, 2023, the amended transaction was valued at approximately $11.7 billion, or $75 per share of Black Knight common stock, with cash comprising 90% of the value of the aggregate transaction consideration and shares of our common stock comprising 10% of the value of the aggregate transaction consideration. The aggregate cash component of the transaction consideration is fixed at $10.5 billion, and the value of the aggregate stock component of the transaction consideration will fluctuate with the market price of our common stock and will be determined based on 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. If consummated, 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 March 9, 2023, the FTC filed an administrative complaint alleging that the proposed transaction between ICE and Black Knight, if consummated, would be an unfair method of competition in violation of Section 5 of the Federal Trade Commission Act, and that it would substantially lessen competition, or tend to create a monopoly, in violation of Section 7 of the Clayton Act. The complaint seeks a variety of injunctive relief, including, among other things, a prohibition on the completion of the transaction without the FTC’s consent and, if the transaction is completed, a divestiture or reconstitution of assets in a manner that restores such separate and independent businesses as the parties had operated prior to the completion of the transaction. On April 10, 2023, the FTC filed a complaint in the United States District Court for the Northern District of California for a temporary restraining order and preliminary injunction enjoining the completion of the transaction. On April 21, 2023, the court entered a temporary restraining order enjoining the completion of the transaction until the court rules on the FTC’s motion for a preliminary injunction. In their answers to the administrative and court complaints, filed on March 20, 2023 and April 25, 2023, respectively, ICE and Black Knight denied the FTC’s substantive allegations; asserted numerous affirmative defenses; described the pro-competitive aspects and significant lender, servicer, investor, vendor and consumer benefits relating to this transaction; and denied that the combination of their respective businesses would violate any laws. Additionally, the answers to the court complaint contained counterclaims by ICE and Black Knight against the FTC seeking declaratory relief that the FTC’s administrative process is unconstitutional and should be enjoined. We are vigorously defending against the FTC's administrative and court complaints.

On March 30, 2023, our amended proxy statement/prospectus on Form S-4 was declared effective by the SEC, and on April 28, 2023, Black Knight stockholders approved the amendment to the merger agreement.

On July 17, 2023, we announced that we have agreed to sell Black Knight’s Optimal Blue business to the same purchaser as that of the Empower business for $700 million. The structure of the proposed transaction includes a payment of $200 million in cash, with the remainder financed by a $500 million promissory note issued by the purchaser to Black Knight, as a subsidiary of ICE, at the closing of the transaction. The closing of the proposed Optimal Blue divestiture transaction is subject to the closing of our acquisition of Black Knight, the closing of the acquisition of Black Knight’s Empower loan origination system business, and the satisfaction of other customary closing conditions.

The transaction is expected to close in the second half of 2023 following the receipt of regulatory approvals, a favorable resolution of the FTC litigation concerning this transaction, and the satisfaction of customary closing conditions. See Note 13 in our consolidated financial statements in this Quarterly Report where additional details of this transaction are discussed.Recent Developments

Global Market Conditions

Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events or conflicts. ~~During~~Since 2022, ~~and into the first half of 2023,~~ macroeconomic conditions, including rising interest rates, inflation and significant market volatility, along with geopolitical concerns, ~~including the conflict in Ukraine and the sanctions and other measures that have been and continue to be imposed in response to the conflict,~~ 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 ~~volatility~~ and ~~rising~~ interest ~~rates,~~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, the first ~~half~~quarter of ~~2023~~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 banks change their mortgage lending practices, our Mortgage Technology segment revenues may be further impacted.

~~We have continued suspension of all services in Russia except for limited offerings to non-sanctioned entities.~~ 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, Israel, Gaza and ~~the~~ surrounding ~~region.~~regions.

We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, the inflationary environment, geopolitical events and military conflicts, including election outcomes and repercussions from the ~~conflict~~conflicts in Ukraine, Israel and Gaza and the impact that any of the foregoing may have on the global economy and on our business. ~~During the first half of 2023, we~~We have closely ~~monitored~~been monitoring the credit worthiness of our counterparties and investment agents during ~~the recent~~ banking sector events, scrutinized counterparties directly impacted and monitored for any potential contagion. We did not suffer any material negative impact from the banking sector events that occurred ~~during the first half of~~in early 2023. In light of the current and expected macroeconomic environment we will 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., 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 ~~2022~~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. 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.

•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 ~~European Union, or~~ 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 ~~liquified~~liquefied natural gas, or LNG, import benchmark. In December ~~2022,~~2023, the EU ~~adopted a~~extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE ~~Endex effective February 2023. In March 2023, the European Commission extended the price cap to derivatives on all other EU gas hubs effective May 2023.~~Endex. 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. ~~Global leaders continue to discuss the implementation of additional sanctions against Russia.~~

•~~Changes to EU regulation of gas and power markets.~~ In March 2023, the European Commission published legislative proposals to amend the Regulation on Wholesale Energy Market Integrity and Transparency, or REMIT, by introducing requirements for non-EU firms trading in European gas and power markets establishing an office in the EU. These requirements could make trading on ICE Endex more difficult and could result in a reduction in volumes and liquidity. We are monitoring the impact of these proposals on ICE Endex.

•~~EMIR 3.0.~~ In December 2022, the European Commission proposed amendments to the European Market Infrastructure Regulation, or EMIR, requiring certain EU market participants to clear specified derivative transactions at an EU central counterparty. The European Commission has identified three classes of derivatives as being of substantial systemic importance, including short-term interest rate derivatives, which are traded on ICE Futures Europe and cleared at ICE Clear Europe, and euro denominated credit default swaps cleared at ICE Clear Credit. If adopted, the proposal could result in a reduction of the cleared volume of these contracts at ICE Clear Europe and ICE Clear Credit. We are monitoring the impact of this proposal on ICE Clear Europe and ICE Clear Credit.

•Benchmarks Regulation. ~~ICE Benchmark Administration, Limited, or IBA, the administrator of~~Most London Interbank Offered Rate, or LIBOR, ~~is no longer publishing any LIBOR~~ settings ~~using panel bank contributions after~~have ceased to be published; however, the ~~end of June 2023. The~~ Financial Conduct Authority, or FCA, has ~~decided to use its legal powers under~~required ICE Benchmark Administration, or IBA, as the ~~U.K. Benchmarks Regulation, or U.K. BMR, to require IBA~~administrator of LIBOR, to continue publishing ~~3-month "synthetic" Sterling LIBOR until the end of March 2024 and 1-, 3- and 6- month "synthetic" U.S. Dollar LIBOR until the end of September 2024. “Synthetic”~~certain LIBOR settings ~~are not based on panel bank contributions and~~for a temporary period using a changed "synthetic" methodology. "Synthetic" LIBOR settings are not representative of the underlying market or economic reality the settings were previously intended to measure. ~~All other LIBOR settings have ceased to be published. Usage of "synthetic" LIBOR settings may be restricted or prohibited in certain circumstances under applicable law.~~

~~Finally, the European Commission used its powers under the EU Benchmarks Regulation, or EU BMR, to designate replacement benchmarks for~~In addition, certain ~~Swiss franc LIBOR settings. Certain~~ benchmarks provided by our index ~~provider~~ businesses may continue to be used by supervised entities in the EU under the EU ~~BMR transitional provisions. Although these are currently scheduled to end December 31, 2023, the European Commission adopted a delegated act on July 14, 2023, to extend the transition period~~Benchmarks Regulation until December 31, 2025. Also, the European Commission has published a consultation on the scope of the EU BMR and the regime for third-country benchmark administrators in preparation of the development of a legislative proposal which is not expected until late 2023. Uncertainties relating to the extension of the transition period and the scope of the EU BMR may impact our ability to provide benchmarks into the EU.

•EU Deforestation Regulation. ~~The~~Effective in December 2024, the EUDeforestation Regulation, or EUDR, ~~aims to curb the EU market’s impact on global deforestation and forest degradation by requiring seven~~requires that certain commodities ~~including~~(including cocoa and ~~coffee,~~coffee) and ~~certain specified~~their products be from deforestation-free land and meet other requirements before they can be placed or made ~~from them, to be deforestation-free to be sold~~available on the EU market, or exported from it. ~~The EUDR obligations are scheduled to be effective in December 2024.~~ The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the ~~useable~~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 USU.S. of the Coffee C ® Contract (Arabica). In March, 20 EU Member States urged the EU Commission to revise the EUDR and temporarily suspend implementation. We are monitoring the impact of these developments on ICE Futures Europe and ICE Futures U.S.

•U.K. Deforestation Regulation. In December 2023, the ~~EUDR and working~~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. Legislation to implement these requirements is likely to be adopted early in 2024. We are monitoring the ~~regulation.~~impact of these developments and any impact on ICE Futures Europe.

•U.K. Commodity Derivatives Reform. In December 2023, the 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 is proposing to 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.

Tax Policy Changes

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. 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.

3433

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 ~~$45~~$48 million and $28 million for the ~~six~~three months ended ~~June 30, 2023.~~March 31, 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.

3534


		Six Months Ended June 30,							Three Months Ended June 30,
		2023			2022			Change	2023			2022			Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	$	3,784		$	3,713		2 %	$	1,888		$	1,814		4 %
Recurring revenues(1)	Recurring revenues(1)	$	1,908		$	1,851		3 %	$	955		$	930		2 %
Recurring revenues(1)
Recurring revenues(1)
Transaction revenues, net(1)
Transaction revenues, net(1)
Transaction revenues, net(1)	Transaction revenues, net(1)	$	1,876		$	1,862		1 %	$	933		$	884		6 %
Operating expenses	Operating expenses	$	1,860		$	1,852		— %	$	933		$	945		(1) %
Operating expenses
Operating expenses
Adjusted operating expenses(2)
Adjusted operating expenses(2)
Adjusted operating expenses(2)	Adjusted operating expenses(2)	$	1,496		$	1,486		1 %	$	756		$	740		2 %
Operating income	Operating income	$	1,924		$	1,861		3 %	$	955		$	869		10 %
Operating income
Operating income
Adjusted operating income(2)
Adjusted operating income(2)
Adjusted operating income(2)	Adjusted operating income(2)	$	2,288		$	2,227		3%	$	1,132		$	1,074		5%
Operating margin	Operating margin	51		%	50		%	1 pt	51		%	48		%	3 pts
Operating margin
Operating margin
Adjusted operating margin(2)
Adjusted operating margin(2)
Adjusted operating margin(2)	Adjusted operating margin(2)	60		%	60		%	—	60		%	59		%	1 pt
Other income/(expense), net	Other income/(expense), net	$	(228)		$	(290)		(21) %	$	(108)		$	(130)		(16) %
Other income/(expense), net
Other income/(expense), net
Income tax expense
Income tax expense
Income tax expense	Income tax expense	$	207		$	338		(39) %	$	32		$	173		(82) %
Effective tax rate	Effective tax rate	12		%	22		%	(10 pts)	4		%	23		%	(19 pts)
Effective tax rate
Effective tax rate
Net income attributable to ICE
Net income attributable to ICE
Net income attributable to ICE	Net income attributable to ICE	$	1,454		$	1,212		20 %	$	799		$	555		44 %
Adjusted net income attributable to ICE(2)	Adjusted net income attributable to ICE(2)	$	1,593		$	1,543		3 %	$	802		$	739		8 %
Adjusted net income attributable to ICE(2)
Adjusted net income attributable to ICE(2)
Diluted earnings per share attributable to ICE common stockholders
Diluted earnings per share attributable to ICE common stockholders
Diluted earnings per share attributable to ICE common stockholders	Diluted earnings per share attributable to ICE common stockholders	$	2.59		$	2.16		20 %	$	1.42		$	0.99		43 %
Adjusted diluted earnings per share attributable to ICE common stockholders(2)	Adjusted diluted earnings per share attributable to ICE common stockholders(2)	$	2.84		$	2.75		3 %	$	1.43		$	1.32		8 %
Adjusted diluted earnings per share attributable to ICE common stockholders(2)
Adjusted diluted earnings per share attributable to ICE common stockholders(2)
Cash flows from operating activities
Cash flows from operating activities
Cash flows from operating activities	Cash flows from operating activities	$	1,805		$	1,725		5 %
Free cash flow(3)	Free cash flow(3)	$	1,602		$	1,521		5 %
Free cash flow(3)
Free cash flow(3)
Adjusted free cash flow (3)	Adjusted free cash flow (3)	$	1,652		$	1,406		18 %
Adjusted free cash flow (3)
Adjusted free cash flow (3)

(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, and~~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 ~~$71 million and $74~~$394 million for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~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 increase in revenues during the six months ended June 30, 2023 includes $19 million in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in 2022 and the increase in revenues during the three months ended ~~June 30, 2023~~March 31, 2024 includes $3$9 million in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in ~~2022. See Item 3 "Quantitative and Qualitative Disclosures About Market Risk-Foreign Currency Exchange Rate Risk" below for additional information on the impact of currency fluctuations.~~2023.

•Operating expenses increased ~~$8 million for the six months ended June 30, 2023, and decreased $12~~$300 million for the three months ended ~~June 30, 2023,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~2023. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 includes $8$3 million in ~~favorable~~unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in 2022 and the decrease in operating expenses during the three months ended June 30, 2023 do not include any foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable period in 2022. See Item 3 "Quantitative and Qualitative Disclosures About Market Risk-Foreign Currency Exchange Rate Risk" below for additional information on the impact of currency fluctuations.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 ~~2022~~2023 Form 10-K.

Segment Results

Our business is conducted through three reportable business segments:

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

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

3736

Exchanges Segment

The following presents selected statements of income data for our Exchanges segment (dollars in ~~millions and YTD represents the six-month periods ended June 30th)~~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.

3837


		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change*		2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Revenues:
Revenues:
Revenues:	Revenues:
Energy futures and options	Energy futures and options	$	700	$	618	13	%	$	355	$	265	34	%
Energy futures and options
Energy futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options	Agricultural and metals futures and options	147		122		20		77		61		27
Financial futures and options	Financial futures and options	232		253		(8)		104		123		(16)
Financial futures and options
Financial futures and options
Futures and options
Futures and options
Futures and options	Futures and options	1,079		993		9		536		449		19
Cash equities and equity options	Cash equities and equity options	1,215		1,357		(10)		544		698		(22)
Cash equities and equity options
Cash equities and equity options
OTC and other
OTC and other
OTC and other	OTC and other	205		205		—		104		108		(3)
Transaction and clearing, net	Transaction and clearing, net	2,499		2,555		(2)		1,184		1,255		(6)
Transaction and clearing, net
Transaction and clearing, net
Data and connectivity services
Data and connectivity services
Data and connectivity services	Data and connectivity services	463		432		7		231		218		6
Listings	Listings	252		260		(3)		126		131		(5)
Listings
Listings
Revenues
Revenues
Revenues	Revenues	3,214		3,247		(1)		1,541		1,604		(4)
Transaction-based expenses(1)	Transaction-based expenses(1)	1,024		1,159		(12)		448		599		(25)
Transaction-based expenses(1)
Transaction-based expenses(1)
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses
Revenues, less transaction-based expenses	Revenues, less transaction-based expenses	2,190		2,088		5		1,093		1,005		9
Other operating expenses	Other operating expenses	508		484		5		249		244		3
Other operating expenses
Other operating expenses
Depreciation and amortization	Depreciation and amortization	123		118		4		62		60		3
Acquisition-related transaction and integration costs		—		1		n/a		—		—		n/a
Depreciation and amortization
Depreciation and amortization

Operating expenses	Operating expenses	631		603		5		311		304		2

Operating expenses

Operating expenses
Operating income
Operating income
Operating income	Operating income	$	1,559	$	1,485	5	%	$	782	$	701	12	%

Recurring revenues	Recurring revenues	$	715	$	692	3	%	$	357	$	349	2	%

Recurring revenues

Recurring revenues
Transaction revenues, net	Transaction revenues, net	$	1,475	$	1,396	6	%	$	736	$	656	12	%
Transaction revenues, net
Transaction revenues, net

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

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

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 six months ended June 30, 2023 and 2022, 19% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros and for~~ the three months ended ~~June 30,~~March 31, 2024 and 2023, 23% and ~~2022, 19% and 18%~~20%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. 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 ~~lower by $15 million for the six months ended June 30, 2023, and~~ higher by $2$7 million for the three months ended ~~June 30, 2023,~~March 31, 2024, from the comparable periods in ~~2022.~~2023.

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of ~~$488~~$297 million and ~~$464 million for the six months ended June 30, 2023 and 2022, respectively, and $236 million and $201~~$252 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ 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 ~~six~~

~~months and~~ three months ended ~~June 30, 2023~~March 31, 2024 is primarily due to higher volumes traded as compared to the comparable ~~periods~~period in ~~2022.~~2023.

•Energy Futures and Options: Total energy volume increased 5%25% and revenues increased ~~13%~~33% for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 from the comparable period in ~~2022 and volume increased 16% and revenues increased 34% for the three months ended June 30, 2023 from the comparable period in 2022.~~2023.

–Total oil futures and options volume increased ~~5% and 26%~~21% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, primarily due to reduced uncertainty, normalization~~2023, driven, in part, by elevated levels of price ~~levels,~~uncertainty related to oil supply/demand dynamics and ~~increased focus on Brent with Midland WTI now deliverable into the Brent Basket, providing additional physical liquidity and exposure.~~geopolitical risk.

–Our global natural gas futures and options volume increased ~~6% and 3%~~32% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, primarily~~2023, due to continued growth in our TTF and Asian JKM products as natural gas continues to globalize, as well as strength ~~across~~in our ~~Dutch TTF complex as the second quarter of 2023 benefited from reduced uncertainty~~North American natural gas products driven by increased volatility related to shifting weather and ~~normalization of price levels.~~fundamentals.

–Our environmentals and other futures and options volume ~~decreased 5% and 6%~~increased 16% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023, due ~~in part~~ to ~~lower~~higher environmentals and power volumes ~~in the second quarter of 2023~~ versus the year ago period.

•Agricultural and Metals Futures and Options: Total volumes in our agricultural and metals futures and options markets increased ~~23%~~9% and ~~27%~~revenues increased 3% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022 and revenues increased 20% and 27% for the six months and three months ended June 30,~~ 2023, ~~respectively, from the comparable periods in 2022. The first half of 2023 benefited from~~driven by elevated price volatility as a result of weather-related supply and demand dynamics ~~driving an increased need to manage risk across~~impacting our ~~commodity~~Cocoa and Cotton markets.

–Sugar futures and options volumes ~~increased 30% and 37%~~decreased 15% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~2023.

–Other agricultural and metal futures and options volume increased ~~17% and 19%~~26% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~2023.

•Financial Futures and Options: Total volumes in our financial futures and options markets ~~were flat for the six months ended June 30, 2023,~~increased 4% and ~~decreased 13%~~revenues increased 6% for the three months ended ~~June 30, 2023,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022 and revenues decreased 8% and 16% for the six months and three months ended June 30,~~ 2023, ~~respectively, from the comparable periods in 2022,~~ including the impacts of foreign exchange effects. The ~~second quarter of 2022~~three months ended March 31, 2024 benefited from elevated interest rate volatility ~~across global markets driven by geopolitical events,~~related to increased central bank activity ~~and inflationary concerns.~~speculation.

–Interest rate futures and options volume increased ~~4% for the six months ended June 30, 2023,~~9% and ~~decreased 12%~~revenue increased 16% for the three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, and revenue decreased 6% and 15% for the six months and~~2023. The three months ended ~~June 30, 2023, respectively, from the comparable periods in 2022. The second quarter of 2022~~March 31, 2024 benefited from elevated interest rate volatility related to increased ~~speculation regarding~~ central bank activity ~~due to inflation concerns.~~speculation. Interest rate futures and options revenues were ~~$149~~$97 million and ~~$158 million for the six months ended June 30, 2023 and 2022, respectively, and $65 million and $76~~$84 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased ~~13%~~21% and ~~21%~~revenue decreased 13% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022. Financial futures and options revenue decreased 12% and 17% for the six months and three months ended June 30, 2023, respectively, from~~2023. The decrease was primarily due to lower equity market volatility than during the comparable ~~periods~~period in ~~2022 as the first half of 2022 benefited from heightened volatility related to the conflict in Ukraine.~~2023. Other financial futures and options revenues were ~~$83~~$38 million and ~~$95 million for the six months ended June 30, 2023 and 2022, respectively, and $39 million and $47~~$44 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

•Cash Equities and Equity Options: Cash equities volume ~~decreased 13% and 16%~~increased 2% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023, due to ~~lower total~~increased market ~~volumes~~

share as compared to the ~~first half of 2022 benefited from elevated volatility related to inflationary, recessionary and geopolitical concerns.~~same prior year period. Cash equities revenues, net of transaction-based expenses, were ~~$134~~$71 million and ~~$147 million for the six months ended June 30, 2023 and 2022, respectively,~~ $67 ~~million and $74~~ million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Equity options volume increased ~~3% and 1%~~7% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022. The overall increase in equity options volume for the six months ended June 30,~~ 2023, ~~was~~ driven by increased ~~participation.~~participation and higher market share. Equity options revenues, net of transaction-based expenses, were ~~$57 million and $51~~$28 million for ~~the six months ended June 30, 2023 and 2022, respectively, and $29 million and $25 million for~~both the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022, respectively.~~2023.

•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as interest income 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 ~~were flat for the six months ended June 30, 2023 and decreased 3%~~increased 2% for the three months ended ~~June 30, 2023,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, primarily due to a decrease in interest income on clearing margin deposits in the second quarter of~~ 2023.

•Data and Connectivity Services: Our data and connectivity services revenues increased ~~7% and 6%~~1% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~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 5%~~4% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024, from the comparable ~~periods~~period in ~~2022, driven by~~2023, due to the roll off of initial listing fees from the strong IPO market ~~volatility causing IPO delays.~~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

4140


		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change		2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Number of contracts traded (in millions):
Number of contracts traded (in millions):
Number of contracts traded (in millions):	Number of contracts traded (in millions):
Energy futures and options	Energy futures and options	419		399		5	%	206		177		16	%
Energy futures and options
Energy futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options
Agricultural and metals futures and options	Agricultural and metals futures and options	63		52		23		33		26		27
Financial futures and options	Financial futures and options	330		328		—		137		158		(13)
Financial futures and options
Financial futures and options
Total
Total
Total	Total	812		779		4	%	376		361		4	%

		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change		2023		2022		Change
Average daily volume of contracts traded (in thousands):	Average daily volume of contracts traded (in thousands):

Average daily volume of contracts traded (in thousands):

Average daily volume of contracts traded (in thousands):
Energy futures and options
Energy futures and options
Energy futures and options	Energy futures and options	3,377		3,221		5	%	3,315		2,862		16	%
Agricultural and metals futures and options	Agricultural and metals futures and options	510		416		23		530		416		27
Agricultural and metals futures and options
Agricultural and metals futures and options
Financial futures and options	Financial futures and options	2,605		2,599		—		2,182		2,523		(14)
Financial futures and options
Financial futures and options
Total
Total
Total	Total	6,492		6,236		4	%	6,027		5,801		4	%

		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change		2023		2022		Change
Rate per contract:	Rate per contract:

Rate per contract:

Rate per contract:
Energy futures and options
Energy futures and options
Energy futures and options	Energy futures and options	$	1.67	$	1.55	8	%	$	1.73	$	1.49	16	%
Agricultural and metals futures and options	Agricultural and metals futures and options	$	2.33	$	2.37	(2)	%	$	2.36	$	2.36	—	%
Agricultural and metals futures and options
Agricultural and metals futures and options
Financial futures and options
Financial futures and options
Financial futures and options	Financial futures and options	$	0.69	$	0.76	(9)	%	$	0.75	$	0.77	(3)	%

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 March 31,
	2024	2023	Change
Open interest — in thousands of contracts:
Energy futures and options	57,751	47,511	22	%
Agricultural and metals futures and options	4,696	4,394	7
Financial futures and options	26,206	21,891	20
Total	88,653	73,796	20	%

4241

As of June 30,
2023 2022 Change
Open interest — in thousands of contracts:
Energy futures and options 49,247 43,985 12 %
Agricultural and metals futures and options 4,182 3,519 19
Financial futures and options 20,995 28,129 (25)
Total 74,424 75,633 (2) %

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:

Six Months Ended June 30, Three Months Ended June 30,
2023 2022 Change 2023 2022 Change
NYSE cash equities (shares in millions):
Total cash handled volume 2,275 2,606 (13) % 2,169 2,591 (16) %
Total cash market share matched 19.8 % 20.1 % (0.3 pts) 19.8 % 20.2 % (0.4 pts)
NYSE equity options (contracts in thousands):
NYSE equity options volume 8,204 7,937 3 % 7,701 7,647 1 %
Total equity options volume 40,839 38,350 6 % 39,244 36,672 7 %
NYSE share of total equity options 20.1 % 20.7 % (0.6 pts) 19.6 % 20.9 % (1.3 pts)
Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares) $0.048 $0.046 4 % $0.050 $0.047 7 %
Equity options rate per contract $0.06 $0.05 10 % $0.06 $0.05 20 %


	Three Months Ended March 31,
	2024		2023		Change
NYSE cash equities (shares in millions):
Total cash handled volume	2,438		2,381		2	%
Total cash market share matched	20.4	%	19.8	%	0.6 pts
NYSE equity options (contracts in thousands):
NYSE equity options volume	9,325		8,708		7	%
Total equity options volume	43,311		42,433		2	%
NYSE share of total equity options	21.5	%	20.5	%	1 pt
Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares)	$0.048		$0.045		5	%
Equity options rate per contract	$0.05		$0.05		(4)	%

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 ~~$175~~$67 million and ~~$174 million for the six months ended June 30, 2023 and 2022, respectively, and $56 million and $123~~$119 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The decrease in Section 31 fees during the three months ended ~~June 30, 2023~~March 31, 2024 was primarily due to a decrease in rates. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC ~~semi-annually~~twice a year as required. The total amount is included in current liabilities and was ~~$173~~$66 million as of ~~June 30, 2023.~~March 31, 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 ~~$849~~$444 million and ~~$985 million for the six months ended June 30, 2023 and 2022, respectively, and $392 million and $476~~$457 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ 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: Six Months Ended June 30, Three Months Ended June 30,
2023 2022 Change 2023 2022 Change
Operating expenses $ 631 $ 603 5 % $ 311 $ 304 2 %
Adjusted operating expenses(1)
$ 581 $ 570 2 % $ 293 $ 287 2 %
Operating income $ 1,559 $ 1,485 5 % $ 782 $ 701 12 %
Adjusted operating income(1)
$ 1,609 $ 1,518 6 % $ 800 $ 718 11 %
Operating margin 71 % 71 % — 72 % 70 % 2 pts
Adjusted operating margin(1)
73 % 73 % — 73 % 71 % 2 pts


Exchanges Segment:	Three Months Ended March 31,
	2024			2023			Change
Operating expenses	$	326		$	320		2	%
Adjusted operating expenses(1)	$	307		$	288		6	%
Operating income	$	897		$	777		16	%
Adjusted operating income(1)	$	916		$	809		13	%
Operating margin	73		%	71		%	2 pts
Adjusted operating margin(1)	75		%	74		%	1 pt

(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.

4443

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.

4544


		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change		2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Revenues:
Revenues:
Revenues:	Revenues:
Fixed income execution	Fixed income execution	$	60	$	40	51	%	$	28	$	25	17	%
Fixed income execution
Fixed income execution
CDS clearing
CDS clearing
CDS clearing	CDS clearing	185		138		34		84		66		26
Fixed income data and analytics	Fixed income data and analytics	553		551		—		277		274		1
Fixed income data and analytics
Fixed income data and analytics
Fixed income and credit
Fixed income and credit
Fixed income and credit	Fixed income and credit	798		729		9		389		365		6
Other data and network services	Other data and network services	311		292		7		157		147		7
Other data and network services
Other data and network services
Revenues	Revenues	1,109		1,021		9		546		512		7
Revenues
Revenues
Other operating expenses
Other operating expenses
Other operating expenses	Other operating expenses	525		516		2		267		252		6

Depreciation and amortization	Depreciation and amortization	174		176		1		89		86		4

Depreciation and amortization

Depreciation and amortization

Operating expenses	Operating expenses	699		692		1		356		338		5

Operating expenses

Operating expenses
Operating income
Operating income
Operating income	Operating income	$	410	$	329	25	%	$	190	$	174	9	%

Recurring revenues	Recurring revenues	$	864	$	843	2	%	$	434	$	421	3	%

Recurring revenues

Recurring revenues
Transaction revenues	Transaction revenues	$	245	$	178	38	%	$	112	$	91	23	%
Transaction revenues
Transaction revenues

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

For both the ~~six months ended June 30, 2023 and 2022, 12% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros and for both the~~ three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, 12%~~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 ~~lower by $4 million for the six months ended June 30, 2023, and~~ higher by $1$2 million for the three months ended ~~June 30, 2023,~~March 31, 2024 than in the comparable ~~periods~~period in ~~2022.~~2023.

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased ~~9% and 7%~~1% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022. The increase in revenue was~~2023, primarily due to strength in our fixed income ~~execution CDS clearing business~~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~~$3 million for ~~both~~ the ~~six months and~~ three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~nominal for the three months ended March 31, 2023. Our fixed income execution revenues ~~increased 51% and 17%~~decreased 15% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, due to increased activity~~2023, as ~~a result~~higher revenues from corporate bond trading were offset by lower levels of ~~continued interest rate volatility.~~U.S. treasury activity.

•CDS Clearing: CDS clearing revenues ~~increased 34% and 26%~~decreased 8% for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~2023. The notional value of CDS cleared was ~~$10.2~~$5.0 trillion and ~~$13.6 trillion for the six months ended June 30, 2023 and 2022, respectively, and $3.4 trillion and $5.9~~$6.8 trillion for the three months ended ~~June 30,~~March 31, 2024 and 2023, respectively, as elevated volatility and ~~2022, respectively. The increase in revenues was primarily due to net interest income on collateral balances.~~demand for credit protection benefited the first quarter of 2023.

•Fixed Income Data and Analytics: Our fixed income data and analytics revenues ~~were flat for the six months ended June 30, 2023, and~~ increased 1%4% for the three months ended ~~June 30, 2023,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022~~2023 due to growth in our pricing and reference data business and strength in our index ~~business in the second quarter of 2023.~~business.

•Other Data and Network Services: Our other data and network services revenues increased 7%4% for ~~both~~ the ~~six months and~~ three months ended ~~June 30, 2023,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022.~~2023. The increase in revenues was driven by growth in our ICE Global Network offering, ~~coupled with~~ strength in our ~~desktop,~~consolidated feeds and ~~derivatives analytics~~stronger desktop revenues.

Annual Subscription Value, or ASV, represents, at a point in time, ~~the~~ data services revenues, which ~~includes~~include Fixed Income Data and Analytics as well as ~~other data~~Other Data and ~~network services,~~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 ~~June 30, 2023,~~March 31, 2024, ASV was ~~$1.724~~$1.786 billion, which increased ~~3.9%~~4.6% compared to the ASV as of ~~June 30, 2022.~~March 31, 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:	Fixed Income and Data Services Segment:	Six Months Ended June 30,								Three Months Ended June 30,
		2023			2022			Change		2023			2022			Change
Fixed Income and Data Services Segment:
Fixed Income and Data Services Segment:
		2024
		2024
		2024
Operating expenses
Operating expenses
Operating expenses	Operating expenses	$	699		$	692		1	%	$	356		$	338		5	%
Adjusted operating expenses(1)	Adjusted operating expenses(1)	$	614		$	599		3	%	$	313		$	294		7	%
Adjusted operating expenses(1)
Adjusted operating expenses(1)
Operating income
Operating income
Operating income	Operating income	$	410		$	329		25	%	$	190		$	174		9	%
Adjusted operating income(1)	Adjusted operating income(1)	$	495		$	422		17	%	$	233		$	218		7	%
Adjusted operating income(1)
Adjusted operating income(1)
Operating margin
Operating margin
Operating margin	Operating margin	37		%	32		%	5 pts		35		%	34		%	1 pt
Adjusted operating margin(1)	Adjusted operating margin(1)	45		%	41		%	4 pts		43		%	43		%	—
Adjusted operating margin(1)
Adjusted operating margin(1)

(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.

4746

Mortgage Technology Segment

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

(1) Servicing Software is a new revenue category following completion of the Black Knight acquisition.

(2) 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.

4847


		Six Months Ended June 30,					Three Months Ended June 30,
		2023		2022		Change	2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Revenues:
Revenues:
Revenues:	Revenues:
Origination technology	Origination technology	$	337	$	399	(15)%	$	170	$	196	(13)%
Origination technology
Origination technology
Closing solutions	Closing solutions	87		138		(37)	47		66		(28)
Closing solutions
Closing solutions
Servicing software
Servicing software
Servicing software
Data and analytics	Data and analytics	45		44		2	24		24		(5)
Other		16		23		(31)	8		11		(32)
Data and analytics
Data and analytics

Revenues

Revenues

Revenues	Revenues	485		604		(20)	249		297		(16)
Other operating expenses	Other operating expenses	254		280		(9)	125		140		(11)
Other operating expenses
Other operating expenses
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	230		216		6	116		110		4
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	46		61		(24)	25		53		(53)
Acquisition-related transaction and integration costs
Acquisition-related transaction and integration costs
Operating expenses	Operating expenses	530		557		(5)	266		303		(13)
Operating income/(loss)		$	(45)	$	47	n/a	$	(17)	$	(6)	(158)%
Operating expenses
Operating expenses
Operating loss
Operating loss
Operating loss

Recurring revenues

Recurring revenues

Recurring revenues	Recurring revenues	$	329	$	316	4%	$	164	$	160	2%
Transaction revenues	Transaction revenues	$	156	$	288	(46)%	$	85	$	137	(38)%
Transaction revenues
Transaction revenues

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

In the table above, we consider subscription ~~fee and certain other revenues~~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 ~~focused on originating U.S. residential~~throughout the mortgage ~~loans.~~life cycle. Mortgage technology revenues ~~decreased $119 million and $48~~increased $263 million for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022~~2023, primarily due ~~to lower mortgage origination volumes driven by rising interest rates. See Note 6 of our consolidated financial statements in this Quarterly Report where discussed further.~~the Black Knight acquisition.

•Origination technology: Our origination technology revenues ~~decreased 15% and 13%~~were flat during the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, due to lower transaction-based revenues as mortgage origination volumes declined.~~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.~~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 ~~decreased 37% and 28%~~increased 9% during the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022, due to lower mortgage origination volumes.~~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, ~~and~~ 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 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~~analytics: Our ~~data~~Data and ~~analytics~~Analytics revenues increased ~~2% for the six months ended June 30, 2023, and revenues decreased 5%~~210% during the three months ended ~~June 30, 2023,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023, primarily due to ~~lower transaction-based revenues.~~the revenue contribution from Black Knight during the three months ended March 31, 2024. Revenues include those related to ICE Mortgage Technology’s Data & Document Automation and Mortgage Analyzer solutions, or Analyzer, ~~(formerly known as AIQ),~~ 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 ~~nearly half~~ the U.S. residential mortgage ~~market.~~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, ~~offering through private data clouds~~ for lenders and industry participants to access ~~their own~~industry data and origination information. Revenues related to our data products are largely subscription-based and recurring in nature.

•~~Other:~~ ~~Other revenues decreased 31%~~ The data and ~~32% during the six months~~insights from these solutions inform, support and ~~three months ended June 30, 2023, respectively, from the comparable periods in 2022, due~~enhance our other solutions to ~~lower professional services~~help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads. Revenues related to ~~fewer new customer implementations. Other revenues include professional services fees, as well as revenues from ancillary products. Other revenues can be both~~our data products are largely subscription-based and recurring ~~and transaction-based~~ in nature.

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

The following chart summarizes our Mortgage Technology segment's operating expenses, operating ~~income/(loss)~~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: Six Months Ended June 30, Three Months Ended June 30,
2023 2022 Change* 2023 2022 Change
Operating expenses $ 530 $ 557 (5)% $ 266 $ 303 (13)%
Adjusted operating expenses(1)
$ 301 $ 317 (5)% $ 150 $ 159 (7)%
Operating income/(loss) $ (45) $ 47 n/a $ (17) $ (6) (158)%
Adjusted operating income(1)
$ 184 $ 287 (36)% $ 99 $ 138 (28)%
Operating margin (9) % 8 % (17 pts) (7) % (2) % (5 pts)
Adjusted operating margin(1)
38 % 47 % (9 pts) 40 % 46 % (6 pts)

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


Mortgage Technology Segment:	Three Months Ended March 31,
	2024			2023			Change
Operating expenses	$	547		$	264		107%
Adjusted operating expenses(1)	$	314		$	151		107%
Operating loss	$	(48)		$	(28)		71%
Adjusted operating income(1)	$	185		$	85		118%
Operating margin	(10)		%	(12)		%	2 pts
Adjusted operating margin(1)	37		%	36		%	1 pt

5049

Consolidated Operating Expenses

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


		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change		2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Compensation and benefits
Compensation and benefits
Compensation and benefits	Compensation and benefits	$	703	$	714	(2)	%	$	351	$	355	(1)	%
Professional services	Professional services	57		69		(17)		29		35		(16)
Professional services
Professional services
Acquisition-related transaction and integration costs
Acquisition-related transaction and integration costs
Acquisition-related transaction and integration costs	Acquisition-related transaction and integration costs	46		62		(26)		25		53		(53)
Technology and communication	Technology and communication	345		344		—		173		169		2
Technology and communication
Technology and communication
Rent and occupancy
Rent and occupancy
Rent and occupancy	Rent and occupancy	45		41		9		25		20		21
Selling, general and administrative	Selling, general and administrative	137		112		22		63		57		11
Selling, general and administrative
Selling, general and administrative
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	527		510		3		267		256		4
Total operating expenses	Total operating expenses	$	1,860	$	1,852	—	%	$	933	$	945	(1)	%
Total operating expenses
Total operating expenses

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.

~~For~~

Included in the ~~six months ended June 30, 2023 and 2022, 9% and 10%, respectively, of our~~total consolidated operating expenses ~~were billed in pounds sterling or euros, and~~ for the three months ended ~~June 30,~~March 31, 2024 was $288 million related to Black Knight.

For the three months ended March 31, 2024 and 2023, 7% and ~~2022,~~ 9% ~~and 10%~~, respectively, of our operating expenses 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 ~~lower~~higher by $8$3 million ~~for the six months ended June 30, 2023, and were flat~~ for the three months ended ~~June 30, 2023,~~March 31, 2024 than in the comparable ~~periods~~period in ~~2022. See Item 3 “—Quantitative and Qualitative Disclosures About Market Risk —Foreign Currency Exchange Rate Risk” below for additional information.~~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 ~~component~~and stock compensation components of our compensation and benefits expense is based on both our financial performance and individual employee ~~performance. The performance-based restricted stock compensation expense is also based on our financial~~ 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).


		Six Months Ended June 30,						Three Months Ended June 30,
		2023		2022		Change		2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Employee headcount
Employee headcount
Employee headcount	Employee headcount	9,116		8,936		2	%
Stock-based compensation expenses	Stock-based compensation expenses	$	83	$	73	14	%	$	43	$	36	18	%
Stock-based compensation expenses
Stock-based compensation expenses

Employee headcount increased during the three months ended March 31, 2024 from the comparable period in 2023 primarily due to our acquisition of Black Knight. Compensation and benefits expense ~~decreased $11 million and $4~~increased $110 million for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023, primarily due to ~~lower payroll and employee benefit expenses~~$108 million attributable to our acquisition of Black Knight and higher ~~capitalized labor,~~payroll from the impact of prior year merit increases, partially offset by ~~an increase in our bonus and noncash performance-based restricted stock compensation accruals and annual merit increases.~~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 ~~decreased $12 million and $6~~increased $8 million for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023, primarily due to ~~lower~~our acquisition of Black Knight combined with increases in consulting ~~expenses related to bringing certain mortgage technology-related costs in-house.~~and legal expenses.

Acquisition-Related Transaction and Integration Costs

We incurred ~~$46 million and $25~~$36 million in acquisition-related transaction and integration costs during the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 primarily due to integration expenses related to Black Knight. We incurred $21 million in acquisition-related transaction costs during the three months ended March 31, 2023, ~~respectively,~~ primarily due to legal and consulting expenses related to our pending acquisition of Black Knight and our integration of Ellie Mae, Inc., or Ellie Mae. We incurred $62 million and $53 million in acquisition-related transaction costs during the six months and three months ended June 30, 2022, respectively, primarily due to legal and consulting expenses related to our pending acquisition 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.

5251

Technology and communications expenses increased ~~$1 million and $4~~$33 million for the ~~six months and~~ three months ended ~~June 30, 2023 respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023 primarily due to ~~an increase in~~ hardware and software support costs ~~which was partially offset by a decrease in~~mainly at Black Knight and license expense.

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 ~~$4 million and $5~~$9 million for the ~~six months and~~ three months ended ~~June 30, 2023, respectively,~~March 31, 2024 from the comparable ~~periods~~period in ~~2022,~~2023 primarily due to ~~higher costs~~$7 million of duplicate rent expenses related to ~~rent, lease termination charges, utilities, repairs~~our new London and ~~maintenance as more employees returned~~New York leased offices and increases attributable to ~~the office.~~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 ~~$25~~$4 million for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, from the comparable period in ~~2022~~2023 primarily due to ~~payments~~$10 million related to listings customer acquisition costs from higher IPO activity, $5 million related to increased marketing expenses and increases in other underlying costs, including travel and entertainment. This was partially offset by $6 million of expense for claims made following a NYSE system outage and a $10 million regulatory matter expense that both occurred ~~in January 2023, accruals related to potential regulatory settlements of $11 million and increased bad debt expenses, partially offset by lower marketing costs.~~

~~Selling, general and administrative expenses increased $6 million for~~during the three months ended ~~June 30, 2023, from the comparable period in 2022 primarily due to an increase in bad debt expense. This was partially offset by lower travel and entertainment expenses and lower marketing costs.~~March 31, 2023.

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 ~~as well as on various licensing agreements,~~ over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, ~~trading products with finite lives~~technology, data & databases and ~~technology. This expense also includes amortization of internally-developed and purchased software over its estimated useful life.~~trademarks & trade names.

We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets of ~~$301~~$254 million, inclusive of a $3 million impairment of a developed technology intangible asset, and ~~$306 million for the six months ended June 30, 2023 and 2022, respectively and $151 million and $153~~$150 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. During the three months ended March 31, 2024, $105 million of amortization expense was related to intangible assets acquired in connection with the Black Knight acquisition.

We recorded depreciation expenses on our fixed assets of ~~$226~~$127 million and ~~$204 million for the six months ended June 30, 2023 and 2022, respectively, and $116 million and $103~~$110 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. This increase was primarily due to ~~an increase~~$6 million related to Black Knight and increases in internally developed software assets ~~in our Mortgage Technology segment.~~and leasehold improvements.

5352

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):


		Six Months Ended June 30,					Three Months Ended June 30,
		2023		2022		Change*	2023		2022		Change
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Other income/(expense):
Other income/(expense):
Other income/(expense):	Other income/(expense):
Interest income	Interest income	$	193	$	9	n/a	$	102	$	8	n/a
Interest income
Interest income
Interest expense	Interest expense	(351)		(264)		33	(175)		(161)		8
Other expense, net		(70)		(35)		101	(35)		23		n/a
Interest expense
Interest expense
Other income/(expense), net
Other income/(expense), net
Other income/(expense), net
Total other income/(expense), net
Total other income/(expense), net
Total other income/(expense), net	Total other income/(expense), net	$	(228)	$	(290)	(21)%	$	(108)	$	(130)	(16)%
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	$	(35)	$	(21)	65%	$	(16)	$	(11)	53%
Net income attributable to non-controlling interest
Net income attributable to non-controlling interest

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

Interest Income

Interest income ~~increased~~decreased during the ~~six months and~~ three months ended ~~June 30, 2023~~March 31, 2024 from the same ~~periods~~period in ~~2022~~2023 primarily due to ~~an increase in short-term interest rates combined with larger~~decreased investment ~~balances. Interest income primarily represents interest income on our short-term investments, and for~~balances following the ~~six months and~~Black Knight acquisition. For the three months ended ~~June 30,~~March 31, 2023, ~~included $124~~we earned $69 million ~~and $62 million, respectively,~~ in interest income ~~recorded~~ in connection with the short-term investments related to the $5.0 billion of senior notes issued in connection with, and the ~~SMR Notes (as defined in "Liquidity and Capital Resources—Debt")~~operating cash accumulated for, the Black Knight acquisition. ~~The remainder~~In addition, our clearing houses also earned interest income of ~~the increase primarily relates to interest on the restricted cash and restricted investment balances held within our regulated entities.~~

~~Interest Expense~~

~~We recognized interest expense of $351~~$23 million and ~~$264 million during the six months ended June 30, 2023 and 2022, respectively, and $175 million and $161~~$19 million during the three months ended ~~June 30,~~March 31, 2024 and 2023, respectively. The remainder primarily relates to interest earned on various unrestricted and ~~2022, respectively.~~ restricted cash balances held within our group entities.

Interest ~~expense for the six months and three months ended June 30, 2023 primarily represents interest~~Expense

Interest expense on our outstanding ~~debt. Interest expense~~debt increased ~~during~~$65 million for the ~~six months and~~ three months ended ~~June 30, 2023,~~March 31, 2024 as compared to the same period in 2023. During the three months ended March 31, 2024 we ~~recognized $112 million and $56 million, respectively, additional~~incurred an incremental increase in interest expense of $52 million on ~~the $4.9 billion~~borrowings under our Commercial Paper program and Term Loan (each as defined in “—Liquidity and Capital Resources—Debt”), both of ~~net proceeds from the SMR Notes held for~~which partially funded the Black Knight ~~acquisition following our May 2022 debt refinancing. See "-Debt" below.~~acquisition. We also incurred interest expense of $13 million on the $1.0 billion of senior notes assumed as part of the Black Knight acquisition.

Other ~~Expense,~~Income/(Expense), net

Our equity method investments include OCC and Bakkt, among others. We recognized ~~$65~~$42 million and ~~$57 million during the six months ended June 30, 2023 and 2022, respectively, and $30 million and $15~~$35 million during the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, of our share of estimated equity method investment losses, net, which is included in other expense, net. The estimated losses for both the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~ are primarily related to our investment in Bakkt, partially offset by our share of net profits of OCC. Both the ~~six~~three month periods ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ include adjustments to reflect the difference between reported prior period actual results from our original estimates.

During the ~~six months ended June 30, 2022, we recorded $9 million for a legal settlement, which is included in other expense.~~

On May 20, 2022, we completed the sale of our Euroclear stake. The carrying value of our investment was $700 million at the time of the sale. We recorded a net gain of $41 million on the sale, which is included in other income during the six months and three months ended ~~June 30, 2022.~~March 31, 2024, we recorded a fair value loss of $3 million on our equity investments that do not have readily determinable fair values.

During the three months ended March 31, 2024, we recorded a gain of $160 million related to the PennyMac arbitration final award payment.

We incurred foreign currency transaction losses of $5$4 million and $9$1 million for ~~the six months ended June 30, 2023 and 2022, respectively, and $4 million for both~~ the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction ~~gains/(losses)~~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. ~~See Item 3 “—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Rate Risk” included elsewhere in this Quarterly Report for more information on these items.~~

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 ~~June 30, 2023,~~March 31, 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 ~~$207~~$181 million and ~~$338 million for the six months ended June 30, 2023 and 2022, respectively, and $32 million and $173~~$175 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and June 30, 2022,~~ respectively. The change in consolidated income tax expense between periods is primarily due to the tax impact of changes in our pre-tax income and the changes in our effective tax rate each period.

Our effective tax rate was ~~12%~~19% and ~~22% for the six months ended June 30, 2023 and 2022, respectively, and 4% and 23%~~21% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and June 30, 2022,~~ respectively. The effective tax ~~rates~~rate for the ~~six months and~~ three months ended ~~June 30, 2023 were~~March 31, 2024 was lower than the effective tax ~~rates~~rate for the comparable ~~periods~~period in ~~2022~~2023 primarily due to ~~the tax benefits resulting from favorable audit settlements for prior years,~~ deferred ~~and current~~income tax benefits from state apportionment changes ~~and the application of the high-tax exception to the Global Intangible Low-Taxed Income, or GILTI,~~ in the current period, partially offset by the ~~impact of the U.K. corporate income tax increase from 19% to 25% effective April 1, 2023.~~

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, 2023, our tax provision includes the impacts of this election, which resulted in a reduction in our GILTI inclusions. Our unrecognized tax benefit as of June 30, 2023 was $240 million, a $7 million net decrease from the $247 million as of December 31, 2022. The net decrease includes a $40 million reduction as a result of audit settlements, a $20 million increase related to current year positions, a $31 million increase related to prior year positions, and an $18 million reduction related to prior year positions.

~~In August 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.~~The IRA introduced a 15% corporation minimum tax, or CAMT, on adjusted financial statement income for corporations with profits in excess of $1 billion, effective for tax years after December 31, 2022.~~Based on the current guidance provided by the Internal Revenue Service and Department of the Treasury, the implementation of the CAMT~~2028. These new U.K. Pillar Two rules did not have a material impact on our ~~financial statements~~income tax provision as of ~~June 30, 2023.~~

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 three months ended March 31, 2024 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):


	Three Months Ended March 31, 2024
	Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	1.2683			1.0859
Average exchange rate to the U.S. dollar in the same period in the prior year	1.2150			1.0730
Average exchange rate increase/(decrease)	4		%	1		%
Foreign denominated percentage of:
Revenues, less transaction-based expenses	7		%	8		%
Operating expenses	6		%	1		%
Operating income	9		%	15		%
Impact of the currency fluctuations(1) on:
Revenues, less transaction-based expenses	$	7		$	2
Operating expenses	$	3		$	—
Operating income	$	4		$	2

(1) Represents the impact of currency fluctuation for the three months ended March 31, 2024 compared to the same periods in the prior year.

During the three months ended March 31, 2024, 15% and 7% our consolidated revenues, less transaction-based expenses, and consolidated operating expenses were denominated in pounds sterling or euros, respectively. 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 received for divestitures, cash paid for equity and~~ equity method investments ~~cash paid for non-controlling interest and redeemable non-controlling interest,~~ and acquisition-related transaction and integration costs in each period.

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 ~~$2.9 billion~~$863 million and ~~$1.8 billion~~$899 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. We had ~~$5.6~~$1.5 billion and ~~$6.6 billion~~$871 million in short-term and long-term restricted cash and cash equivalents as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. We had ~~$86.9~~$62 million and $680 million in restricted short-term and long-term investments as of March 31, 2024 and December 31, 2023, respectively. We had $74.1 billion and ~~$142.0~~$79.0 billion of cash and cash equivalent margin deposits and guaranty funds as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

As of ~~June 30, 2023,~~March 31, 2024, the amount of unrestricted cash held by our non-U.S. subsidiaries was ~~$460~~$427 million. Due to the application of ~~GILTI~~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. ~~As we decided~~We intend to ~~make~~apply the ~~GILTI high-tax~~high tax exception ~~election~~to Global Intangible Low-Taxed Income in ~~the current period,~~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; however, these~~taxation. These foreign earnings can also generally be distributed to the U.S. with no additional material U.S. income tax ~~consequences.~~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):


		Six Months Ended June 30,
		2023		2022
		Three Months Ended March 31,

		Three Months Ended March 31,

2024
2024
Net cash provided by/(used in):
Net cash provided by/(used in):
Net cash provided by/(used in):	Net cash provided by/(used in):
Operating activities	Operating activities	$	1,805	$	1,725
Operating activities
Operating activities
Investing activities
Investing activities
Investing activities	Investing activities	1,144		2,843
Financing activities	Financing activities	(57,886)		19,238
Financing activities
Financing activities
Effect of exchange rate changes	Effect of exchange rate changes	6		(19)
Net increase/(decrease) in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds		$	(54,931)	$	23,787
Effect of exchange rate changes
Effect of exchange rate changes
Net decrease in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds
Net decrease in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds
Net decrease in cash and cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds

Operating Activities

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

The ~~$80~~$356 million increase in net cash provided by operating activities during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 from the comparable period in ~~2022~~2023 was primarily driven by an increase in net income, which includes the $160 million gain related to the PennyMac arbitration final award payment, adjusted for depreciation and ~~to a lesser extent, the gain on our sale of our Euroclear investment during the six months ended June 30, 2022.~~amortization and an increase in working capital. The ~~remaining fluctuations are~~increases in working capital were primarily driven by increased accounts receivable collections and lower Section 31 fees payable due to the rate changes ~~in our working capital and~~determined by the SEC, offset primarily by timing of various payments ~~such as lower Section 31 fee payments of $165 million.~~and receipts.

Investing Activities

Consolidated net cash provided by investing activities for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 primarily relates to ~~$3.1 billion~~$702 million in proceeds from the sale of restricted investments, $230 million in proceeds from sales of invested margin deposits and $75 million in proceeds from the sale of the Promissory Note, partially offset by ~~$949 million of purchases of investments, $771~~$536 million of purchases of invested margin deposits, ~~$61~~$64 million of purchases of restricted investments, $58 million of capital expenditures and ~~$142~~$87 million of capitalized software development costs.

Consolidated net cash provided by investing activities for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 primarily relates to ~~$3.8~~$2.6 billion in proceeds from the sale of invested margin deposits, ~~and $741 million in proceeds from the sale of our Euroclear investment,~~ partially offset by ~~$1.4 billion~~$463 million of purchases of invested margin deposits, ~~$70~~$21 million of capital expenditures and ~~$134~~$64 million of capitalized software development costs.

The capital expenditures primarily relate to hardware and software purchases to continue the development and expansion of our electronic platforms, data services and clearing houses, and leasehold improvements. The software development

expenditures primarily relate to the development and expansion of our electronic trading platforms, data services, mortgage services and clearing houses.

Financing Activities

Consolidated net cash used in financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2024 primarily relates to a decrease in our cash and cash equivalent margin deposits and guaranty fund balances of $4.6 billion, $600 million in repayments on our debt facilities, $258 million in dividend payments to stockholders, $71 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises and $38 million in net repayments under our Commercial Paper Program.

Consolidated net cash used in financing activities for the three months ended March 31, 2023 primarily relates to a decrease in our cash and cash equivalent margin deposits and guaranty fund balances of ~~$57.4~~$42.1 billion due to lower commodity prices and reduced volatility, ~~$472~~$236 million in dividend payments to stockholders and ~~$50 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises.~~

Consolidated net cash provided by financing activities for the six months ended June 30, 2022 primarily relates to an increase in our cash and cash equivalent margin deposits and guaranty fund balances of $16.2 billion due to increased volatility and $5.2 billion in net proceeds from our debt facilities, partially offset by $1.0 billion in net repayments under our Commercial Paper Program, $632 million in repurchases of our common stock, $427 million in dividend payments to stockholders and $71$49 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises.

Debt

As of ~~June 30, 2023,~~March 31, 2024, we had ~~$18.1~~$22.0 billion in outstanding debt, ~~all~~consisting of ~~which related to our~~$19.1 billion of unsecured senior notes, ~~with~~$1.9 billion under our Commercial Paper Program and $1.0 billion under our Term Loan. Our senior notes of $19.1 billion have a weighted average maturity of 1615 years and a weighted average cost of 3.6% per annum. ~~We did not have any~~Our commercial paper notes ~~outstanding~~had original maturities ranging from 4 to 45 days as of ~~June 30, 2023. As of December~~March 31, 2022, we had $18.1 billion in outstanding debt, all of which related to our senior notes. We also had $4 million outstanding under credit lines at our ICE India subsidiaries. As of December 31, 2022, our senior notes of $18.1 billion had2024, with a weighted average ~~maturity~~interest rate of ~~16 years~~5.6% per annum and a weighted average ~~cost~~remaining maturity of ~~3.6% per annum. We did not have any commercial paper notes outstanding~~28 days. The Term Loan has a maturity date of August 31, 2025 and bears interest at a rate of 6.3% as of ~~December~~March 31, ~~2022.~~2024.

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 25, 2027. As of ~~June 30, 2023,~~March 31, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, ~~$171~~$1.9 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 ~~$3.7~~$1.8 billion was 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 intend to use $4.9 billion net proceeds of our senior notes due in 2025, 2027, 2029 and 2062, or collectively, the SMR Notes, together with the issuance of commercial paper and/or borrowings under the Credit Facility, cash on hand or other immediately available funds and borrowings under the Term Loan, to finance the cash portion of the purchase price for Black Knight. The SMR Notes are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding SMR Notes at a redemption price equal to 101% of the aggregate principal amount of the SMR Notes, plus accrued and unpaid interest, in the event that the Black Knight acquisition is not consummated on or prior to May 4, 2023 (subject to two automatic extensions of three months each, to August 4, 2023 and to November 4, 2023, respectively, if U.S. antitrust clearance or a related law, injunction, order or other judgment, in each case whether temporary, preliminary or permanent, that restrains, enjoins or otherwise prohibits the consummation of the Black Knight merger remains outstanding and all other conditions to closing are satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, are capable of being satisfied if the closing were to occur on such date) at each extension date), or if the Black Knight merger agreement is terminated at any time prior to such date. The $4.9 billion net proceeds from the SMR Notes are separately invested and recorded as short-term restricted cash and cash equivalents in our consolidated balance sheet as of June 30, 2023. For additional information regarding this transaction, refer to Note 3 to our consolidated unaudited financial statements, included in this Quarterly Report.

We have a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term ~~Loan.~~ 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, through the period ended March 31, 2024, we repaid $1.4 billion, reducing the principal outstanding balance to $1.0 billion as of March 31, 2024.

Draws under the Term Loan bear interest on the principal amount outstanding at either (a) Term Secured Overnight Financing Rate, or Term SOFR, plus an applicable margin plus a credit spread adjustment of 108.75 basis points or (b) a "base rate" plus an applicable margin. The applicable margin ranges 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. We expect to use the proceeds from borrowings under the Term Loan to fund a portion of the purchase price for the Black Knight acquisition. We have the option to prepay outstanding amounts under the Term Loan in whole or in part at any time. ~~No amounts were~~As of March 31, 2024, we had $1.0 billion outstanding under the Term ~~Loan as of June 30, 2023.~~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. ~~We did not have any notes outstanding under our Commercial Paper Program as of June 30, 2023.~~

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. The remaining amendments will take effect on the date we complete a private exchange offer to exchange outstanding Black Knight Notes for new senior notes issued by us, which is required to be commenced within 90 days of the expiration of the consent solicitation.

For additional details of our debt instruments, refer to Note 8 to our unaudited consolidated ~~unaudited~~ financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our ~~2022~~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.

We did not have any share repurchases during the six months ended June 30, 2023. For the six months ended June 30, 2022, we repurchased 5.0 million shares of our outstanding common stock at a cost of $632 million, including 4.6 million shares at a cost of $582 million under our Rule 10b5-1 trading plan and 0.4 million shares at a cost of $50 million on the open market during an open trading period. For the three months ended June 30, 2022, we repurchased 1.3 million shares of our outstanding common stock at a cost of $157 million under our Rule 10b5-1 trading plan. Shares repurchased are held in treasury stock.

The remaining balance of Board approved funds for future repurchases as of June 30, 2023 is $2.5 billion. In connection with our pending acquisition of Black Knight, on May 4, 2022 we terminated our Rule 10b5-1 trading plan and suspended share repurchases. 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. We did not have any share repurchases during the three months ended March 31, 2024 or 2023. 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. The remaining balance of Board approved funds for future repurchases as of March 31, 2024 was $2.5 billion.

From time to time, we 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 may discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules. 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 ~~June 30, 2023,~~March 31, 2024, we paid a quarterly dividend of ~~$0.42~~$0.45 per share of our common stock for an aggregate payout of ~~$236~~$258 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 ~~$450~~$600 million and ~~$500~~$650 million in ~~2023,~~2024, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

As of ~~June 30, 2023,~~March 31, 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 ~~August 3, 2023,~~May 2, 2024, we announced a ~~$0.42~~$0.45 per share dividend for the ~~third~~second quarter of ~~2023~~2024 with the dividend payable on ~~September 29, 2023~~June 28, 2024 to stockholders of record as of ~~September 15, 2023.~~

June 13, 2024.

Other than the facilities for the ICE Clearing Houses, our Credit Facility, our Term Loan ~~our Bridge 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 ~~available or successful, or that the terms of 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, ~~and adjusted free cash flow,~~ 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
Six Months Ended June 30,
Operating income adjustments: 2023 2022 2023 2022 2023 2022 2023 2022
Total revenues, less transaction-based expenses $ 2,190 $ 2,088 $ 1,109 $ 1,021 $ 485 $ 604 $ 3,784 $ 3,713
Operating expenses 631 603 699 692 530 557 1,860 1,852
Less: Amortization of acquisition-related intangibles 33 33 85 93 183 180 301 306
Less: Transaction and integration costs — — — — 46 60 46 60
Less: Other 17 — — — — — 17 —
Adjusted operating expenses $ 581 $ 570 $ 614 $ 599 $ 301 $ 317 $ 1,496 $ 1,486
Operating income/(loss) $ 1,559 $ 1,485 $ 410 $ 329 $ (45) $ 47 $ 1,924 $ 1,861
Adjusted operating income $ 1,609 $ 1,518 $ 495 $ 422 $ 184 $ 287 $ 2,288 $ 2,227
Operating margin 71 % 71 % 37 % 32 % (9) % 8 % 51 % 50 %
Adjusted operating margin 73 % 73 % 45 % 41 % 38 % 47 % 60 % 60 %
Non-operating income adjustments:
Net income attributable to ICE common stockholders $ 1,454 $ 1,212
Add: Amortization of acquisition-related intangibles 301 306
Add: Transaction and integration costs 46 60
Add/(Less): Net interest (income)/expense on pre-acquisition-related debt and debt extinguishment (12) 48
Less: Gain on sale of Euroclear equity investment and dividends received — (41)
Add: Net losses from unconsolidated investees 65 57
Add: Other 17 9
Less: Income tax effect for the above items (112) (123)
Add/(Less): Deferred tax adjustments on acquisition-related intangibles (85) 15
Less: Other tax adjustments (81) —
Adjusted net income attributable to ICE common stockholders $ 1,593 $ 1,543
Diluted earnings per share attributable to ICE common stockholders $ 2.59 $ 2.16
Adjusted diluted earnings per share attributable to ICE common stockholders $ 2.84 $ 2.75
Diluted weighted average common shares outstanding 561 562


		Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Consolidated
		Three Months Ended June 30,
		Exchanges Segment
		Exchanges Segment
		Exchanges Segment																													Fixed Income and Data Services Segment					Mortgage Technology Segment				Consolidated
	Three Months Ended March 31,																																						Three Months Ended March 31,
Operating income adjustments:	Operating income adjustments:	2023			2022			2023			2022			2023			2022			2023			2022			Operating income adjustments:	2024		2023			2024		2023			2024				2023		2024		2023
Total revenues, less transaction-based expenses	Total revenues, less transaction-based expenses	$	1,093		$	1,005		$	546		$	512		$	249		$	297		$	1,888		$	1,814
Operating expenses	Operating expenses	311			304			356			338			266			303			933			945
Less: Amortization of acquisition-related intangibles	Less: Amortization of acquisition-related intangibles	17			17			43			44			91			92			151			153
Less: Transaction and integration costs	Less: Transaction and integration costs	—			—			—			—			25			52			25			52
Less: Regulatory matter
Less: Other	Less: Other	1			—			—			—			—			—			1			—

Adjusted operating expenses

Adjusted operating expenses

Adjusted operating expenses	Adjusted operating expenses	$	293		$	287		$	313		$	294		$	150		$	159		$	756		$	740
Operating income/(loss)	Operating income/(loss)	$	782		$	701		$	190		$	174		$	(17)		$	(6)		$	955		$	869
Adjusted operating income	Adjusted operating income	$	800		$	718		$	233		$	218		$	99		$	138		$	1,132		$	1,074
Operating margin	Operating margin	72		%	70		%	35		%	34		%	(7)		%	(2)		%	51		%	48		%	Operating margin	73	%	71	%		38	%	39	%		(10)	%			(12)	%	46	%	51	%
Adjusted operating margin	Adjusted operating margin	73		%	71		%	43		%	43		%	40		%	46		%	60		%	59		%	Adjusted operating margin	75	%	74	%		46	%	47	%		37	%			36	%	59	%	61	%

Non-operating income adjustments:	Non-operating income adjustments:
Non-operating income adjustments:
Non-operating income adjustments:
Net income attributable to ICE common stockholders
Net income attributable to ICE common stockholders
Net income attributable to ICE common stockholders	Net income attributable to ICE common stockholders																			$	799		$	555
Add: Amortization of acquisition-related intangibles	Add: Amortization of acquisition-related intangibles																			151			153
Add: Transaction and integration costs	Add: Transaction and integration costs																			25			52

Add/(Less): Net interest (income)/expense on pre-acquisition-related debt and debt extinguishment																				(6)			48

(Less)/Add: Litigation and regulatory matters

Less: Gain on sale of Euroclear equity investment and dividends received																				—			(41)

(Less)/Add: Litigation and regulatory matters

(Less)/Add: Litigation and regulatory matters

Add: Net losses from unconsolidated investees	Add: Net losses from unconsolidated investees																			30			15

Add: Net losses from unconsolidated investees

Add: Net losses from unconsolidated investees
Add: Fair value adjustment of equity investments

Less: Net interest income on pre-acquisition-related debt

Less: Net interest income on pre-acquisition-related debt

Less: Net interest income on pre-acquisition-related debt
Add: Other	Add: Other																			1			—
Less: Income tax effect for the above items	Less: Income tax effect for the above items																			(55)			(65)

Add/(Less): Deferred tax adjustments on acquisition-related intangibles																				(86)			22
(Less)/Add: Deferred tax adjustments on acquisition-related intangibles
(Less)/Add: Deferred tax adjustments on acquisition-related intangibles
(Less)/Add: Deferred tax adjustments on acquisition-related intangibles
Less: Other tax adjustments	Less: Other tax adjustments																			(57)			—
Adjusted net income attributable to ICE common stockholders	Adjusted net income attributable to ICE common stockholders																			$	802		$	739

Diluted earnings per share attributable to ICE common stockholders	Diluted earnings per share attributable to ICE common stockholders																			$	1.42		$	0.99

Diluted earnings per share attributable to ICE common stockholders

Diluted earnings per share attributable to ICE common stockholders

Adjusted diluted earnings per share attributable to ICE common stockholders

Adjusted diluted earnings per share attributable to ICE common stockholders

Adjusted diluted earnings per share attributable to ICE common stockholders	Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.43		$	1.32

Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding																			561			560

Diluted weighted average common shares outstanding

Diluted weighted average common shares outstanding

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 three months ended March 31, 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 ~~price~~prices of the ~~acquisition. We also adjusted for~~acquisitions.

Litigation and regulatory matters during the ~~acquisition-related transaction costs~~three months ended March 31, 2024 include the $160 million gain related to the PennyMac arbitration award resolution and payment received. Litigation and regulatory matters during the three months ended March 31, 2023 include an accrual related to a potential regulatory settlement of $10 million. We do not consider events of this type to be reflective of our ~~pending acquisition of Black Knight.~~core business.

We adjust for our share of net ~~income/~~gains/(losses) related to our equity method investments, which primarily include OCC and Bakkt. In addition, during the three months ended March 31, 2024, we excluded $3 million of fair value losses on our equity investments. 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 three months ended March 31, 2023, we excluded $6 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 non-GAAP adjustments during the ~~six~~three months ended ~~June 30,~~March 31, 2024 relate to $7 million of duplicate rent expense on 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, and expect the spaces to be completed in the third 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 the normal operations of the Company. Other non-GAAP adjustments during the three months ended March 31, 2023 relate to a $6 million expense for claims made following a NYSE system outage that occurred in January 2023 and accruals related to potential regulatory settlements of $11 million. Other non-GAAP adjustments during the six months ended June 30, 2022 relate to an accrual for a legal settlement. During the three months ended June 30, 2022 we exclude the $30 million of costs associated with the May and June 2022 extinguishment of four series of senior notes that would have matured in 2022 and 2023 using proceeds from our May 2022 issuance of new senior notes as a non-GAAP adjustment. We also exclude $23 million of interest expense on pre-acquisition-related debt from our May 2022 debt refinancing related to the pending Black Knight acquisition. This adjustment is net of $5 million of interest income earned on investments from the pre-acquisition debt proceeds. Additionally, we exclude the gain on the sale of our Euroclear investment and the related historical dividends received.2023. We do not consider events of this type to be reflective of our core business.

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 of ($8551 million) and ~~($86 million)~~$1 million for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2024 and 2023, respectively, ~~relate~~are primarily ~~to U.S. state apportionment changes. The deferred tax adjustments of $15 million and $22 million for the six months and three months ended June 30, 2022, respectively, relate primarily~~related to U.S. state apportionment changes. Other tax adjustments of ($~~81 million) and~~

~~($57~~24 million) during the ~~six months and~~ three months ended ~~June 30,~~March 31, 2023 ~~respectively,~~ are primarily related to audit settlements for pre-acquisition tax ~~matters as well as state apportionment changes in prior years.~~matters.

Non-GAAP Liquidity Measures

We consider free cash flow and adjusted free cash flow to be a non-GAAP liquidity ~~measure~~measures that ~~provides~~provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow isand adjusted free cash flow are also useful ~~as one of the bases for~~when comparing our performance ~~with~~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. ~~This~~These non-GAAP liquidity ~~measure is~~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. ~~Adjusted~~Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions):


			Six Months Ended June 30,
			2023		2022
		Three Months Ended March 31,						Three Months Ended March 31,
		2024					2024		2023
Net cash provided by operating activities	Net cash provided by operating activities		$	1,805	$	1,725
Less: Capital expenditures	Less: Capital expenditures		(61)		(70)
Less: Capitalized software development costs	Less: Capitalized software development costs		(142)		(134)
Free cash flow	Free cash flow		1,602		1,521
Add/(less): Section 31 fees, net			50		(115)
Add: Section 31 fees, net
Adjusted free cash flow	Adjusted free cash flow		$	1,652	$	1,406

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

~~Contractual Obligations and Commercial Commitments~~

During the six months ended June 30, 2023, 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 2022 Form 10-K.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 three months ended March 31, 2024, we entered into a 15 year lease in New York City resulting in an initial total lease liability of $88 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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 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 ~~2022~~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.

~~Interest Rate Risk~~

We There have been no material changes to the Company’s exposure to market ~~risk for changes~~risks from those disclosed in ~~interest rates relating to our cash and cash equivalents, short-term and long-term restricted cash and cash equivalents, short-term and long-term investments and indebtedness. As of June 30,~~

2023 and December 31, 2022, our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents were $8.5 billion and $8.4 billion, respectively, of which $297 million and $346 million, respectively, were denominated in pounds sterling, euros or Canadian dollars, and the remaining amounts are denominated in U.S. dollars. We do not use our investment portfolio for trading or other speculative purposes. A hypothetical 50% decrease in short-term interest rates would decrease our annual pre-tax earnings by $201 million as of June 30, 2023, assuming no change in the amount or composition of our cash and cash equivalents and short-term and long-term restricted cash and cash equivalents.

As of June 30, 2023, we had $18.1 billion in outstanding debt, all of which related to our senior notes. See Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt" and Note 8 to our consolidated financial statements included in this Quarterly Report.

The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions. As of June 30, 2023, we did not have any notes outstanding under our Commercial Paper Program. The effective interest rate of commercial paper issuances will fluctuate based on the movement in short-term interest rates along with shifts in supply and demand within the commercial paper market.

~~Foreign Currency Exchange Rate Risk~~

As an international business, we are subject to foreign currency exchange rate risk. We may experience gains or losses from foreign currency transactions in the future given that a significant part of our assets and liabilities are recorded in pounds sterling, Canadian dollars or euros, and a significant portion of our revenues and expenses are recorded in pounds sterling or euros. Certain assets, liabilities, revenues and expenses of foreign subsidiaries are denominated in the local functional currency of such subsidiaries. Our exposure to foreign denominated earnings for the six months and three months ended June 30, 2023 and 2022 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):

Six Months Ended June 30, 2023 Three Months Ended June 30, 2023 Six Months Ended June 30, 2022 Three Months Ended June 30, 2022
Pound Sterling Euro Pound Sterling Euro Pound Sterling Euro Pound Sterling Euro
Average exchange rate to the U.S. dollar in the current year period 1.2336 1.0812 1.2522 1.0893 1.2996 1.0939 1.2568 1.0648
Average exchange rate to the U.S. dollar in the same period in the prior year 1.2996 1.0939 1.2568 1.0648 1.3889 1.2057 1.3985 1.2054
Average exchange rate increase/ (decrease) (5) % (1) % — % 2 % (6) % (9) % (10) % (12) %
Foreign denominated percentage of:
Revenues, less transaction-based expenses 7 % 8 % 6 % 8 % 8 % 7 % 8 % 6 %
Operating expenses 7 % 2 % 7 % 2 % 8 % 2 % 8 % 2 %
Operating income 7 % 13 % 5 % 14 % 7 % 11 % 7 % 11 %
Impact of the currency fluctuations (1) on:

Revenues, less transaction-based expenses $ (16) $ (3) $ (1) $ 4 $ (20) $ (24) $ (16) $ (14)
Operating expenses $ (8) $ — $ (1) $ 1 $ (10) $ (4) $ (8) $ (3)
Operating income $ (8) $ (3) $ — $ 3 $ (10) $ (20) $ (8) $ (11)

~~(1) Represents the impact of currency fluctuation for the six months and three months ended June 30, 2023 and 2022 compared to the same periods in the prior year.~~

We have a significant part of our assets, liabilities, revenues and expenses recorded in pounds sterling or euros. During both the six months and three months ended June 30, 2023, 15% and 14%, respectively, of our consolidated revenues, less transaction-based expenses were denominated in pounds sterling or euros and for both the six months and three months ended June 30, 2023, 9% 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.

Foreign currency transaction risk related to the settlement of foreign currency denominated assets, liabilities and payables occurs through our operations, which are received in or paid in pounds sterling, Canadian dollars, or euros, due to the increase or decrease in the foreign currency exchange rates between periods. We incurred foreign currency transaction losses of $5 million and $9 million for the six months ended June 30, 2023 and 2022, respectively, and $4 million for both

the three months ended June 30, 2023 and 2022, inclusive of the impact of foreign currency hedging transactions. The foreign currency transaction losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. A 10% adverse change in the underlying foreign currency exchange rates as of June 30, 2023, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity, would result in a foreign currency loss of $8 million.

We entered into foreign currency hedging transactions during the six months and three months ended June 30, 2023 and 2022 as economic hedges to help mitigate a portion of our foreign exchange risk exposure and may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure. Although we may enter into additional hedging transactions in the future, these hedging arrangements may not be effective, particularly in the event of imprecise forecasts of the levels of our non-U.S. denominated assets and liabilities.

We have foreign currency translation risk equal to our net investment in our foreign subsidiaries. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses included in the cumulative translation adjustment account, a component of equity. Our exposure to the net investment in foreign currencies is presented by primary foreign currencies in the table below (in millions):

As of June 30, 2023
Position in
pounds sterling Position in
Canadian dollars Position in euros
Assets £ 697 $ 2,062 € 184
of which goodwill represents 550 392 92
Liabilities 95 1,578 62
Net currency position £ 602 $ 484 € 122
Net currency position, in $USD $ 764 $ 365 $ 133
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates $ 76 $ 37 $ 13

Foreign currency translation adjustments are included as a component of accumulated other comprehensive income/(loss) within our balance sheet. See the table below for the portion of equity attributable to foreign currency translation adjustments as well as the activity for the six months and three months ended June 30, 2023 included within our statement of other comprehensive income. The impact of the foreign currency exchange rate differences in the tables below were primarily driven by fluctuations of the pound sterling as compared to the U.S. dollar which were 1.2697, 1.2332 and 1.2093 as of June 30, 2023, March 31, 2023 and December 31, 2022, respectively, and by fluctuations of the euro as compared to the U.S. dollar which were 1.0911, 1.0842 and 1.0704 as of June 30, 2023, March 31, 2023 and December 31, 2022, respectively.


	Changes in Accumulated Other Comprehensive Loss from Foreign Currency Translation Adjustments (in millions)
~~Balance, as of December 31, 2022~~	$	~~(278)~~
~~Other comprehensive income~~	47
~~Income tax benefit/(expense)~~	—
~~Net current period other comprehensive income~~	47
~~Balance, as of June 30, 2023~~	$	~~(231)~~


	Changes in Accumulated Other Comprehensive Loss from Foreign Currency Translation Adjustments (in millions)
~~Balance, as of March 31, 2023~~	$	~~(262)~~
~~Other comprehensive income~~	31
~~Income tax benefit/(expense)~~	—
~~Net current period other comprehensive income~~	31
~~Balance, as of June 30, 2023~~	$	~~(231)~~

~~The future impact on our business relating to the U.K. leaving the EU and the corresponding regulatory changes are uncertain at this time, including future impacts on currency exchange rates.~~

~~Credit Risk~~

We are exposed to credit risk in our operations in the event of a counterparty default. We limit our exposure to credit risk by rigorously selecting the counterparties with which we make our investments, monitoring them on an ongoing basis and executing agreements to protect our interests.

~~Clearing House Cash Deposit Risks~~

The ICE Clearing Houses hold material amounts of clearing member margin deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Refer to Note 12 to our consolidated financial statements for more information on the ICE Clearing Houses' cash and cash equivalent margin deposits and guaranty funds, invested deposits, delivery contracts receivable and unsettled variation margin which were $88.3 billion as of June 30, 2023. While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the ICE Clearing Houses may pass on interest revenues (minus costs) to the clearing members, this could include negative or reduced yield due to market conditions. For a summary of the risks associated with these deposits and how these risks are mitigated, see Part II, Item ~~7(A)~~7A, “Quantitative and Qualitative Disclosures About Market Risk” in our ~~2022~~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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, there were no significant new risk factors from those disclosed in Part I, Item 1A, "Risk Factors" in our ~~2022~~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 ~~2022~~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 ~~2022~~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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, there were ~~not any~~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 ~~repurchases.~~

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 ~~May 17, 2023, Martha A. Tirinnanzi,~~March 11, 2024, Sharon Y. Bowen, one of our directors, 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) April 30, 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 2,036 shares.

(b) On March 6, 2024, The Rt. Hon. the Lord Hague of Richmond, one of our directors, 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) December 31, 2024 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 ~~992~~680 shares.

(c) On March 4, 2024, Christopher S. Edmonds, our President, 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) February 28, 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 2,805 shares plus an undetermined number of shares to be sold resulting from the vesting of restricted stock units and performance-based restricted stock units less the amount of shares that will be withheld to satisfy the payment of Mr. Edmonds' tax withholding obligations.

(d) On March 8, 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) March 7, 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 2,790 shares.

(e) On March 6, 2024, James W. Namkung, our Chief Accounting 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) February 28, 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 4,710 shares.

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	—	First Supplemental Indenture, dated February 28, 2024, among Black Knight InfoServ, LLC, the guarantors party thereto and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on March 1, 2024).

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~~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 ~~June 30, 2023,~~March 31, 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 and Redeemable Non-Controlling Interest (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 ~~June 30, 2023~~March 31, 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.

6763

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: ~~August 3, 2023~~May 2, 2024	By:	/s/ A. Warren Gardiner
		A. Warren Gardiner
		Chief Financial Officer
		(Principal Financial Officer)

6864


	As of June 30, 2023		As of December 31, 2022
Debt:
Short-term debt:



Other short-term debt	$	—	$	4
Total short-term debt	—		4
Long-term debt:




2025 Senior Notes (3.65% senior unsecured notes due May 23, 2025)	1,245		1,243
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,248		1,247
2027 Senior Notes (4.00% senior unsecured notes due September 15, 2027)	1,488		1,487
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	498		498
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	595		594
2029 Senior Notes (4.35% senior unsecured notes due June 15, 2029)	1,240		1,240
2030 Senior Notes (2.10% senior unsecured notes due June 15, 2030)	1,237		1,235
2032 Senior Notes (1.85% senior unsecured notes due September 15, 2032)	1,485		1,485
2033 Senior Notes (4.60% senior unsecured notes due March 15, 2033)	1,488		1,488
2040 Senior Notes (2.65% senior unsecured notes due September 15, 2040)	1,232		1,231
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,232		1,231
2050 Senior Notes (3.00% senior unsecured notes due June 15, 2050)	1,221		1,221
2052 Senior Notes (4.95% senior unsecured notes due June 15, 2052)	1,465		1,464
2060 Senior Notes (3.00% senior unsecured notes due September 15, 2060)	1,471		1,471
2062 Senior Notes (5.20% senior unsecured notes due June 15, 2062)	983		983
Total long-term debt	18,128		18,118
Total debt	$	18,128	$	18,122


	ICE Clear Europe (1)		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	45,464	$	29,056	$	4,968	$	—	$	5	$	79,493
Unsettled variation margin, net	—		—		—		693		—		693
Guaranty fund	3,886		3,197		646		—		4		7,733
Delivery contracts receivable/payable, net	—		—		—		410		—		410
Total	$	49,350	$	32,253	$	5,614	$	1,103	$	9	$	88,329


	ICE Clear Europe (2)		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	101,243	$	31,277	$	4,141	$	—	$	5	$	136,666
Unsettled variation margin, net	—		—		—		749		—		749
Guaranty fund	4,162		3,177		597		—		4		7,940
Delivery contracts receivable/payable, net	—		—		—		2,017		—		2,017
Total	$	105,405	$	34,454	$	4,738	$	2,766	$	9	$	147,372


	Three Months Ended June 30, 2023
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	355	$	—	$	—	$	355
Agricultural and metals futures and options	77		—		—		77
Financial futures and options	104		—		—		104
Cash equities and equity options	544		—		—		544
OTC and other	104		—		—		104
Data and connectivity services	231		—		—		231
Listings	126		—		—		126
Fixed income execution	—		28		—		28
CDS clearing	—		84		—		84
Fixed income data and analytics	—		277		—		277
Other data and network services	—		157		—		157
Origination technology	—		—		170		170
Closing solutions	—		—		47		47
Data and analytics	—		—		24		24
Other	—		—		8		8
Revenues	1,541		546		249		2,336
Transaction-based expenses	448		—		—		448
Revenues, less transaction-based expenses	1,093		546		249		1,888
Operating expenses	311		356		266		933
Operating income/(loss)	$	782	$	190	$	(17)	$	955


	Three Months Ended June 30, 2022
	Exchanges		Fixed Income and Data Services		Mortgage Technology		Consolidated
Revenues:
Energy futures and options	$	265	$	—	$	—	$	265
Agricultural and metals futures and options	61		—		—		61
Financial futures and options	123		—		—		123
Cash equities and equity options	698		—		—		698
OTC and other	108		—		—		108
Data and connectivity services	218		—		—		218
Listings	131		—		—		131
Fixed income execution	—		25		—		25
CDS clearing	—		66		—		66
Fixed income data and analytics	—		274		—		274
Other data and network services	—		147		—		147
Origination technology	—		—		196		196
Closing solutions	—		—		66		66
Data and analytics	—		—		24		24
Other	—		—		11		11
Revenues	1,604		512		297		2,413
Transaction-based expenses	599		—		—		599
Revenues, less transaction-based expenses	1,005		512		297		1,814
Operating expenses	304		338		303		945
Operating income/(loss)	$	701	$	174	$	(6)	$	869


	As of June 30,
	2023	2022	Change
Open interest — in thousands of contracts:
Energy futures and options	49,247	43,985	12	%
Agricultural and metals futures and options	4,182	3,519	19
Financial futures and options	20,995	28,129	(25)
Total	74,424	75,633	(2)	%


	As of June 30, 2023
	Position in pounds sterling		Position in Canadian dollars		Position in euros
Assets	£	697	$	2,062	€	184
of which goodwill represents	550		392		92
Liabilities	95		1,578		62



Net currency position	£	602	$	484	€	122
Net currency position, in $USD	$	764	$	365	$	133
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates	$	76	$	37	$	13