Cover and table of contents

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Cover and table of contents

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 September 30, 2023

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)

Delaware46-2286804
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
5660 New Northside Drive, Atlanta, Georgia30328
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per shareICENew 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 October 30, 2023, the number of shares of the registrant’s Common Stock outstanding was 572,363,906 shares.

INTERCONTINENTAL EXCHANGE, INC.

Form 10-Q

Quarterly Period Ended September 30, 2023

TABLE OF CONTENTS

PART I.Financial Statements
Item 1.Consolidated Financial Statements (Unaudited):
Consolidated Balance Sheets as of September 30, 2023 and December 31, 20222
Consolidated Statements of Income for the nine and three months ended September 30, 2023 and 20224
Consolidated Statements of Comprehensive Income for the nine and three months ended September 30, 2023 and 20225
Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interest for the nine and three months ended September 30, 2023 and 20226
Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 20228
Notes to Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations33
Item 3.Quantitative and Qualitative Disclosures About Market Risk67
Item 4.Controls and Procedures70
PART II.Other Information
Item 1.Legal Proceedings70
Item 1A.Risk Factors70
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities71
Item 3.Defaults Upon Senior Securities71
Item 4.Mine Safety Disclosures71
Item 5.Other Information71
Item 6.Exhibits72
SIGNATURES73

PART I. Financial Statements

Next: Item 1. Consolidated Financial Statements