Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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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. Figures in the tables may not recalculate or sum exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

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 and the Middle East), 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.;
the impact of the introduction of, or any changes to, laws, regulations, rules or government policies with respect to, among other things, financial markets and climate change, as well as increased regulatory scrutiny or enforcement actions;
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 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 remain in compliance with the Federal Trade Commission consent order to resolve antitrust concerns regarding our acquisition of Black 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 impacts of computer and communications systems failures and delays, inclusive of the performance and reliability of our trading, clearing, data services 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 Mortgage Technology business confidential;
the impacts of a public health emergency or pandemic, including 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 2023 Form 10-K, as filed with the SEC on February 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 technology and data to a broad range of customers including financial institutions, corporations and government entities. These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, 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:

Exchanges:** We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial 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 technology.
Mortgage Technology:** We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle from application through closing, servicing and the secondary market.

Recent Developments

Global Market Conditions

Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts. Since 2022, macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, along with geopolitical concerns, 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 and interest 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, during the nine months ended September 30, 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 mortgage lending practices change, our Mortgage Technology segment revenues may be further impacted. In addition, higher interest rates have resulted, and may continue to result, in higher interest rates for our debt instruments as we refinance our existing indebtedness.

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 and the Middle East and surrounding regions.

We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, geopolitical events and military conflicts, including election uncertainty and outcomes and repercussions from the conflicts in Ukraine and the Middle East and the impact that any of the foregoing may have on the global economy and on our business. We also 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., United Kingdom, or 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 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, or G-SIB Surcharge. 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. In September 2024, Michael Barr, Vice Chairman for Supervision of the Federal Reserve, indicated that he intends to recommend that both the Basel III Endgame and G-SIB Surcharge be re-proposed.
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 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 liquefied natural gas, or LNG, import benchmark. 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. In December 2023, the EU extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex. Former Prime Minister of Italy and economist Mario Draghi's September 2024 report, titled "The Future of European Competitiveness, Part A: A Competitiveness Strategy for Europe," recommends further legislative changes to address high energy prices.
Benchmarks Regulation.** All London Interbank Offered Rate, or LIBOR, settings have ceased to be published. The last remaining "synthetic" LIBOR settings ceased publication in September 2024.

In addition, certain benchmarks provided by our index businesses may continue to be used by supervised entities in the EU under transitional provisions of the EU Benchmarks Regulation until December 31, 2025, after which supervised entities will rely on the mechanisms provided under the regulation for the use of third-country benchmarks.

EU Deforestation Regulation.** In October 2024, the European Commission proposed to postpone the effective date of the EU Deforestation Regulation, or EUDR, from December 30, 2024 to December 30, 2025 for large companies and to June 30, 2026 for small companies. The EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it. The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the 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 U.S. of the Coffee C Contract (Arabica). The proposal to postpone the implementation date needs approval by both the EU Parliament and EU Member States. It is uncertain whether the approval will be granted before the end of 2024. We are monitoring these developments and any impact on ICE Futures Europe, ICE Futures U.S. and ICE Benchmark Administration.
U.K. Deforestation Regulation. In December 2023, the 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. We are monitoring the impact of these developments and any impact on ICE Futures Europe.
U.K. Commodity Derivatives Reform. In December 2023, the Financial Conduct Authority, or 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's current proposals would 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.
EU DORA Regulation.** The Digital Operational Resilience Act, or DORA, is an EU regulation that establishes an information and communication technology, or ICT, risk management framework for the EU financial sector. DORA establishes technical standards that financial entities and their critical third-party technology service providers must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight. Some of our businesses are likely to be impacted by DORA as EU financial entities or critical ICT third-party service providers to EU financial entities.
Regulation of ESG Data and Ratings.** Many jurisdictions have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings. In April 2024, the EU adopted a regulation on the transparency and integrity of ESG rating activities which aims to enhance the integrity, transparency, governance, and independence of ESG ratings provided in the EU and is expected to be published in

the Official Journal of the EU by the end of 2024. The regulation will impact certain ICE Data Service offerings and may require authorization and supervision by the European Securities and Markets Authority.

Equity Market Structure Rules.** In September 2024, the SEC adopted new rules regarding equity market structure which will take effect in November 2025. The rules amend the minimum pricing increments, or tick sizes, for the quoting of certain stocks to allow these stocks to be priced with tighter spreads. The rules also reduce existing fee caps exchanges can charge market participants for access to protected quotations and accelerate the availability of information for smaller-sized orders. These rules could affect market and competitive dynamics for venues that facilitate trading of equity securities, including the NYSE.
Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants.** In February 2022, the European Commission extended until June 2025 the temporary equivalence of U.K. CCPs, which allows EU firms to clear trades at ICE Clear Europe. In the absence of an extension of the temporary equivalence or permanent equivalence of U.K. CCPs by the European Commission, EU persons would be restricted in accessing clearing services at ICE Clear Europe, which could impact clearing revenues, and could also cause us to change our business practices, restructure our businesses or move certain of our businesses and employees.

Tax Policy Changes

The Organisation for Economic Cooperation and Development, or 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.

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).

212 214 215

218 219 220

(1) Operating loss from our Mortgage Technology segment was $134 million and $202 million for the nine months ended September 30, 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.


	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Revenues, less transaction-based expenses	$	6,956		$	5,787		20	%	$	2,349		$	2,003		17	%
Recurring revenues(1)	$	3,614		$	2,939		23	%	$	1,212		$	1,031		18	%
Transaction revenues, net(1)	$	3,342		$	2,848		17	%	$	1,137		$	972		17	%
Operating expenses	$	3,724		$	3,018		23	%	$	1,246		$	1,158		8	%
Adjusted operating expenses(2)	$	2,837		$	2,308		23	%	$	960		$	812		18	%
Operating income	$	3,232		$	2,769		17	%	$	1,103		$	845		31	%
Adjusted operating income(2)	$	4,119		$	3,479		18	%	$	1,389		$	1,191		17	%
Operating margin	46		%	48		%	(2 pts)		47		%	42		%	5 pts
Adjusted operating margin(2)	59		%	60		%	(1 pt)		59		%	59		%	—
Other income/(expense), net	$	(509)		$	(391)		30	%	$	(205)		$	(163)		26	%
Income tax expense	$	630		$	330		91	%	$	227		$	123		85	%
Effective tax rate	23		%	14		%	9 pts		25		%	18		%	7 pts
Net income attributable to ICE	$	2,056		$	1,995		3	%	$	657		$	541		22	%
Adjusted net income attributable to ICE(2)	$	2,622		$	2,417		8	%	$	894		$	824		9	%
Diluted earnings per share attributable to ICE common stockholders	$	3.57		$	3.55		1	%	$	1.14		$	0.96		19	%
Adjusted diluted earnings per share attributable to ICE common stockholders(2)	$	4.55		$	4.30		6	%	$	1.55		$	1.46		6	%
Cash flows from operating activities	$	3,103		$	2,573		21	%
Free cash flow(3)	$	2,627		$	2,247		17	%
Adjusted free cash flow (3)	$	2,631		$	2,452		7	%

(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. 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 $1.2 billion and $346 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 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 change in revenues during the nine and three months ended September 30, 2024 includes $14 million and $6 million, respectively, in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.
Operating expenses increased $706 million and $88 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses during the nine and three months ended September 30, 2024 includes $6 million and $2 million, respectively, in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 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 2023 Form 10-K.

Segment Results

Our business is conducted through three reportable business segments:

Exchanges:** We operate regulated marketplace technology for the listing, trading and clearing of a broad array of derivatives contracts and financial 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 technology; and
Mortgage Technology:** We provide a technology platform that offers customers comprehensive, digital workflow tools that aim to address inefficiencies and mitigate risks that exist in the U.S. residential mortgage market life cycle, from application through closing, servicing and the secondary market.

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 segments do not engage in intersegment transactions.

Exchanges Segment

The following presents selected statements of income data for our Exchanges segment (dollars in millions):

129

131 132 133 134

(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.


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Revenues:
Energy futures and options	$	1,399	$	1,084	29	%	$	473	$	384	23	%
Agricultural and metals futures and options	203		208		(3)		60		61		(3)
Financial futures and options	408		344		19		141		112		26
Futures and options	2,010		1,636		23		674		557		21
Cash equities and equity options	2,092		1,734		21		791		519		52
OTC and other	313		309		1		109		104		5
Transaction and clearing, net	4,415		3,679		20		1,574		1,180		33
Data and connectivity services	717		699		3		242		236		3
Listings	366		376		(3)		122		124		(1)
Revenues	5,498		4,754		16		1,938		1,540		26
Transaction-based expenses(1)	1,775		1,450		22		684		426		60
Revenues, less transaction-based expenses	3,723		3,304		13		1,254		1,114		13
Other operating expenses	792		760		4		242		252		(4)
Depreciation and amortization	197		184		7		65		61		4

Operating expenses	989		944		5		307		313		(2)
Operating income	$	2,734	$	2,360	16	%	$	947	$	801	18	%

Recurring revenues	$	1,083	$	1,075	1	%	$	364	$	360	1	%
Transaction revenues, net	$	2,640	$	2,229	18	%	$	890	$	754	18	%

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

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 nine and three months ended September 30, 2024, 22% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, and for the nine and three months ended September 30, 2023, 19% and 20% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, respectively. 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 higher by $11 million and $4 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $936 million and $729 million for the nine months ended September 30, 2024 and 2023, respectively, and $320 million and $241 million for the three months ended September 30, 2024 and 2023, 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 nine

and three months ended September 30, 2024 was primarily due to higher volumes traded as compared to the comparable periods in 2023.

Energy Futures and Options:** Total energy volume increased 28% and revenues increased 29% for the nine months ended September 30, 2024 from the comparable period in 2023 and volume increased 25% and revenues increased 23% for the three months ended September 30, 2024 from the comparable period in 2023.

–Total oil futures and options volume increased 23% and 19% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, in part due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.

–Our global natural gas futures and options volume increased 35% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023, due to continued growth in our TTF and Asian JKM gas complexes, as well as strength in our North American natural gas products driven by increased volatility related to shifting weather and fundamentals.

–Our environmentals and other futures and options volume increased 41% and 56% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.

Agricultural and Metals Futures and Options:** Total volumes in our agricultural and metals futures and options markets increased 1% and were flat for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenues decreased 3% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023. In the third quarter of 2024, increased sugar, coffee and cotton volumes were offset by lower cocoa volumes.

**–**Sugar futures and options volumes decreased 8% and increased 17% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

–Other agricultural and metal futures and options volume increased 8% and decreased 11% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

Financial Futures and Options:** Total volumes in our financial futures and options markets increased 28% and 43% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenues increased 19% and 26% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, including the impacts of foreign exchange effects. The nine and three months ended September 30, 2024 benefited from interest rate volatility related to central bank activity speculation.

**–**Interest rate futures and options volume increased 36% and 52% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenue increased 30% and 37% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The nine and three months ended September 30, 2024 benefited from interest rate volatility related to increased central bank activity speculation.

–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 9% and 2% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. Revenue decreased 3% and increased 4% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The decrease in other financial futures and options volume was primarily due to lower equity market volatility than during the comparable period in 2023.

Cash Equities and Equity Options:** Cash equities volume increased 9% and 11% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Cash equities revenues, net of transaction-based expenses, were $228 million and $198 million for the nine months ended September 30, 2024 and 2023, respectively, and $77 million and $64 million for the three months ended September 30, 2024 and 2023, respectively. Equity options volume increased 20% and 32% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Equity options revenues, net of transaction-based expenses, were $89 million and $86 million for the nine months ended September 30, 2024 and 2023, respectively, and $30 million and $29 million for the three months ended September 30, 2024 and 2023, respectively.
OTC and Other:** OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues increased 1% and 5% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.
Data and Connectivity Services:** Our data and connectivity services revenues increased 3% for both the nine and three months ended September 30, 2024 from the comparable periods in 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 1% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 due to the roll off of initial listing fees from the strong initial public offering, or IPO, market 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

9333 9334 9335


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Number of contracts traded (in millions):
Energy futures and options	817		640		28	%	276		221		25	%
Agricultural and metals futures and options	90		90		1		26		27		—
Financial futures and options	615		479		28		215		149		43
Total	1,522		1,209		26	%	517		397		30	%
Average daily volume of contracts traded (in thousands):
Energy futures and options	4,344		3,422		27	%	4,310		3,510		23	%
Agricultural and metals futures and options	481		480		—		413		419		(1)
Financial futures and options	3,194		2,507		27		3,264		2,316		41
Total	8,019		6,409		25	%	7,987		6,245		28	%
Rate per contract:
Energy futures and options	$	1.71	$	1.69	1	%	$	1.71	$	1.74	(1)	%
Agricultural and metals futures and options	$	2.24	$	2.32	(4)	%	$	2.25	$	2.31	(3)	%
Financial futures and options	$	0.66	$	0.71	(7)	%	$	0.65	$	0.74	(12)	%

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

10217 10218 10219


	As of September 30,
	2024	2023	Change
Open interest — in thousands of contracts:
Energy futures and options	58,725	48,720	21	%
Agricultural and metals futures and options	3,908	4,607	(15)	%
Financial futures and options	26,120	22,880	14
Total	88,753	76,207	16	%

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:

10417 10418 10419 10420


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
NYSE cash equities (shares in millions):
Total cash handled volume (ADV)	2,405		2,206		9	%	2,291		2,071		11	%
Total cash market share matched	20.3	%	19.7	%	0.6 pt		19.6	%	19.5	%	0.1 pts
NYSE equity options (contracts in thousands):
NYSE equity options volume (ADV)	9,499		7,932		20	%	9,757		7,397		32	%
Total equity options volume (ADV)	43,279		40,429		7	%	44,451		39,622		12	%
NYSE share of total equity options	21.9	%	19.6	%	2.3 pts		22.0	%	18.7	%	3.3 pts
Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares)	$0.051		$0.048		5	%	$0.052		$0.049		6	%
Equity options rate per contract	$0.05		$0.06		(14)	%	$0.05		$0.06		(21)	%

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 $437 million and $231 million for the nine months ended September 30, 2024 and 2023, respectively, and $232 million and $56 million for the three months ended September 30, 2024 and 2023, respectively. The increase in Section 31 fees during the nine and three months ended months ended September 30, 2024 was primarily due to an increase in rates and volume during the period. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC twice a year as required. The total amount of Section 31 fees payable is included in current liabilities and was $76 million as of September 30, 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 $1.3 billion and $1.2 billion for the nine months ended September 30, 2024 and 2023, respectively, and $452 million and $370 million for the three months ended September 30, 2024 and 2023, 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:	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Operating expenses	$	989		$	944		5	%	$	307		$	313		(2)	%
Adjusted operating expenses(1)	$	927		$	878		6	%	$	309		$	297		4	%
Operating income	$	2,734		$	2,360		16	%	$	947		$	801		18	%
Adjusted operating income(1)	$	2,796		$	2,426		15	%	$	945		$	817		16	%
Operating margin	73		%	71		%	2 pts		76		%	72		%	4 pts
Adjusted operating margin(1)	75		%	73		%	2 pts		75		%	73		%	2 pts

(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.

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):

191

194 195 196 197

(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.


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Revenues:
Fixed income execution	$	84	$	89	(5)	%	$	28	$	29	(2)	%
CDS clearing	268		279		(4)		97		94		3
Fixed income data and analytics	876		832		5		295		279		6
Fixed income and credit	1,228		1,200		2		420		402		5
Other data and network services	491		468		5		166		157		6
Revenues	1,719		1,668		3		586		559		5
Other operating expenses	844		799		6		294		274		7
Depreciation and amortization	243		258		(6)		82		84		(1)

Operating expenses	1,087		1,057		3		376		358		5
Operating income	$	632	$	611	4	%	$	210	$	201	5	%

Recurring revenues	$	1,367	$	1,300	5	%	$	461	$	436	6	%
Transaction revenues	$	352	$	368	(4)	%	$	125	$	123	2	%

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

For the nine and three months ended September 30, 2024, 11% and 10%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros, and for both the nine and three months ended September 30, 2023, 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 higher by $3 million and $2 million for the nine and three months ended September 30, 2024, respectively, than the comparable periods in 2023.

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased 3% and 5% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to strength in our fixed income 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 for both the nine and three months ended September 30, 2024, and 2023. Our fixed income execution revenues decreased 5% and 2% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 as higher revenues from corporate and municipal bond trading were more than offset by lower levels of U.S. treasury activity.
CDS Clearing:** CDS clearing revenues decreased 4% and increased 3% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The notional value of CDS cleared was $15.7 trillion and $15.3 trillion for the nine months ended September 30, 2024 and 2023, respectively, and $6.6 trillion and $5.0 trillion for the three months ended September 30, 2024 and 2023, respectively. The overall decrease in revenues for the nine months ended September 30, 2024 was primarily due to lower net interest income on collateral balances.
Fixed Income Data and Analytics:** Our fixed income data and analytics revenues increased 5% and 6% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 due to growth in our pricing and reference data business and strength in our index business.
Other Data and Network Services: Our other data and network services revenues increased 5% and 6% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds and desktop revenues.

Annual Subscription Value, or ASV, represents, at a point in time, data services revenues, which include Fixed Income Data and Analytics as well as Other Data and 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 September 30, 2024, ASV was $1.831 billion, which increased 6.3% compared to the ASV as of September 30, 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:	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Operating expenses	$	1,087		$	1,057		3	%	$	376		$	358		5	%
Adjusted operating expenses(1)	$	943		$	930		1	%	$	323		$	316		2	%
Operating income	$	632		$	611		4	%	$	210		$	201		5	%
Adjusted operating income(1)	$	776		$	738		5	%	$	263		$	243		9	%
Operating margin	37		%	37		%	—		36		%	36		%	—
Adjusted operating margin(1)	45		%	44		%	1 pt		45		%	44		%	1 pt

(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.

Mortgage Technology Segment

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

169

172 173

175 176


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Revenues:
Origination technology	$	536	$	524	2	%	$	182	$	172	6	%
Closing solutions	150		136		10		54		48		12
Servicing software	635		69		n/a		209		69		n/a
Data and analytics	193		86		124		64		41		55
Revenues	1,514		815		86		509		330		54
Other operating expenses	852		422		101		287		168		71
Depreciation and amortization	708		394		80		239		164		46
Acquisition-related transaction and integration costs	88		201		(56)		37		155		(76)
Operating expenses	1,648		1,017		62		563		487		16
Operating loss	$	(134)	$	(202)	(33)	%	$	(54)	$	(157)	(65)	%

Recurring revenues	$	1,164	$	564	106	%	$	387	$	235	64	%
Transaction revenues	$	350	$	251	39	%	$	122	$	95	29	%

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

In the table above, we consider subscription 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 throughout the mortgage life cycle. Mortgage technology revenues increased $699 million and $179 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due the Black Knight acquisition.

Origination technology:** Our origination technology revenues increased 2% and 6% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 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, 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 increased 10% and 12% during the nine and three months ended September 30, 2024, respectively, from the comparable periods in 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, 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 increased $566 million and $140 million during the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, due to the full period impact of Black Knight. 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: Our Data and Analytics revenues increased 124% and 55% during the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to the incremental revenue contribution from owning Black Knight during the full nine and three months ended September 30, 2024. Revenues include those related to ICE Mortgage Technology’s Data & Document Automation and Mortgage Analyzer solutions, or Analyzer, 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 the U.S. residential mortgage 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, for lenders and industry participants to access industry data and origination information. Revenues related to our data products are largely subscription-based and recurring in nature. The data and insights from these solutions inform, support and enhance our other solutions to help lenders and servicers make more informed decisions, improve performance, identify and predict risk and generate more qualified leads. Revenues related to our data products are largely subscription-based and recurring in nature.

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

The following chart summarizes our Mortgage Technology segment's operating expenses, operating 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:	Nine Months Ended September 30,								Three Months Ended September 30,
	2024			2023			Change		2024			2023			Change
Operating expenses	$	1,648		$	1,017		62	%	$	563		$	487		16	%
Adjusted operating expenses(1)	$	967		$	500		93	%	$	328		$	199		64	%
Operating loss	$	(134)		$	(202)		(33)	%	$	(54)		$	(157)		(65)	%
Adjusted operating income(1)	$	547		$	315		74	%	$	181		$	131		38	%
Operating margin	(9)		%	(25)		%	16 pts		(11)		%	(48)		%	37 pts
Adjusted operating margin(1)	36		%	39		%	(3 pts)		35		%	39		%	(4 pts)

Consolidated Operating Expenses

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

118


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Compensation and benefits	$	1,422	$	1,103	29	%	$	487	$	400	22	%
Professional services	114		88		29		40		31		28
Acquisition-related transaction and integration costs	88		201		(56)		37		155		(76)
Technology and communication	631		529		19		212		184		15
Rent and occupancy	89		65		38		30		20		56
Selling, general and administrative	232		196		18		54		59		(9)
Depreciation and amortization	1,148		836		37		386		309		25
Total operating expenses	$	3,724	$	3,018	23	%	$	1,246	$	1,158	8	%

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.

Included in the total consolidated operating expenses for the nine and three months ended September 30, 2024 was $850 million and $287 million, respectively, related to Black Knight. Included in the total consolidated operating expenses for both the nine and three months ended September 30, 2023 was $139 million related to Black Knight.

Operating expenses of 7% and 8% for the nine and three months ended September 30, 2024, respectively, and 9% and 7% for the nine and three months ended September 30, 2023, respectively, 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 higher by $6 million and $2 million, respectively, for the nine and three months ended September 30, 2024, than in the comparable periods in 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 and stock compensation components of our compensation and benefits expense are based on both our financial performance and individual employee 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).


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Employee headcount	12,900		13,107		(2)	%
Stock-based compensation expenses	$	157	$	133	18	%	$	53	$	50	4	%

Employee headcount decreased from the comparable period in 2023 primarily due to headcount reductions at Black Knight in conjunction with realizing synergies from the acquisition. Compensation and benefits expense increased $319 million and $87 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to $279 million and $69 million incremental expense attributable to owning Black Knight for the full nine and three months ended September 30, 2024 periods, respectively, and higher payroll and bonus from the impact of merit increases, partially offset by 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 increased $26 million and $9 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to the incremental expense from owning Black Knight for the full nine and three months ended September 30, 2024 combined with increases in NYSE regulatory consulting and general legal matter expenses.

Acquisition-Related Transaction and Integration Costs

We incurred $88 million and $37 million in acquisition-related transaction and integration costs during the nine and three months ended September 30, 2024, respectively, primarily due to integration expenses related to Black Knight. We incurred $201 million and $155 million in acquisition-related transaction and integration costs during the nine and three months ended September 30, 2023, respectively, primarily due to legal, banker, consulting and integration expenses related to our acquisition and integration 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.

Technology and communications expenses increased $102 million and $28 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 primarily due to hardware and software support costs and data services expenses mainly at Black Knight, combined with rising revenues on certain products causing an increase in our revenue share license expenses.

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 $24 million and $10 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 primarily due to duplicate rent expenses related to our new London and New York leased offices incurred during the nine and three months ended September 30, 2024 and increases attributable to 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 $36 million and decreased $5 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.

For the nine months ended September 30, 2024, the increase was primarily due to $20 million attributable to incremental expense from owning Black Knight for the full nine-month period and increases in other underlying costs, including customer acquisition costs from higher IPO activity, marketing, travel and entertainment. The year-to-date period also included $10 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024, which is net of insurance proceeds, and a $10 million accrual related to a regulatory matter.

During the nine months ended September 30, 2023, we also recorded $6 million of expense for claims made following a NYSE system outage in January 2023 and an $11 million regulatory matter expense, as well as higher credit loss expense.

For the three months ended September 30, 2024, the decrease was primarily due to lower underlying costs, including marketing costs, and $20 million of insurance proceeds received in the quarter related to the valid claims made following an equity trading issue at NYSE. This was partially offset by a $10 million accrual related to a regulatory matter and $7 million attributable to owning Black Knight for the full three-month period.

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 over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, technology, data & databases and trademarks & trade names.

We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets of $759 million, inclusive of a $3 million impairment of a developed technology intangible asset, and $492 million for the nine months ended September 30, 2024 and 2023, respectively, and $253 million and $191 million for the three months ended September 30, 2024 and 2023, respectively. During the nine and three months ended September 30, 2024, $319 million and $107 million, respectively, of amortization expense was related to intangible assets acquired in connection with the Black Knight acquisition, as compared to $34 million during the nine and three months ended September 30, 2023.

We recorded depreciation expenses on our fixed assets of $389 million and $344 million for the nine months ended September 30, 2024 and 2023, respectively, and $133 million and $118 million for the three months ended September 30, 2024 and 2023, respectively. This increase was primarily due to $26 million and $10 million related to Black Knight for the

nine and three months ended September 30, 2024, respectively, as compared to $2 million during the nine and three months ended September 30, 2023, and increases in internally developed software assets and leasehold improvements.

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):


	Nine Months Ended September 30,						Three Months Ended September 30,
	2024		2023		Change*		2024		2023		Change
Other income/(expense):
Interest income	$	105	$	287	(63)	%	$	39	$	94	(58)	%
Interest expense	(697)		(557)		25		(223)		(206)		8
Other income/(expense), net	83		(121)		n/a		(21)		(51)		(58)
Total other income/(expense), net	$	(509)	$	(391)	30	%	$	(205)	$	(163)	26	%
Net income attributable to non-controlling interest	$	(37)	$	(53)	(30)	%	$	(14)	$	(18)	(23)	%

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

Interest Income

During the nine and three months ended September 30, 2024, we earned interest income of $105 million and $39 million respectively. During the nine and three months ended September 30, 2023, we earned interest income of $287 million and $94 million, respectively. Interest income decreased during the nine and three months ended September 30, 2024, from the same periods in 2023 primarily due to decreased investment balances following the Black Knight acquisition. During the nine and three months ended September 30, 2024, we earned $11 million and $7 million, respectively, in interest income on short term investments related to $500 million of the net proceeds from the 2031 Notes which we intend to use to repay a portion of the aggregate principal amount of the 2025 Notes at their maturity. For the nine and three months ended September 30, 2023, we earned $213 million and $66 million, respectively, in interest income on the short term investments related to the $5.0 billion of senior notes issued in connection with, and the operating cash accumulated for, the Black Knight acquisition. In addition, our clearing houses earned interest income of $72 million and $25 million during the nine and three months ended September 30, 2024, respectively, and $63 million and $25 million during the nine and three months ended September 30, 2023, respectively. The remainder primarily relates to interest earned on various unrestricted and restricted cash balances held within our group entities.

Interest Expense

During the nine and three months ended September 30, 2024, we incurred interest expense of $697 million and $223 million, respectively. During the nine and three months ended September 30, 2023, we incurred interest expense of $557 million and $206 million, respectively. The increase in interest expense during the nine and three months ended September 30, 2024, from the comparable periods in 2023 primarily relates to increased borrowings raised to fund the Black Knight acquisition. Interest expense incurred on our senior notes was $569 million and $194 million during the nine and three months ended September 30, 2024, respectively, and $532 million and $189 million during the nine and three months ended September 30, 2023, respectively. Interest expense incurred on borrowings under our Commercial Paper program and Term Loan (each as defined in “—Liquidity and Capital Resources—Debt”) during the nine and three months ended September 30, 2024, was $117 million and $26 million, respectively, and $14 million during the nine and three months ended September 30, 2023. The remainder primarily relates to the interest incurred on maintaining the revolving credit facility and other facilities within our group entities.

Other Income/(Expense), net

Our equity method investments include OCC and Bakkt, among others. We recognized $63 million and $91 million during the nine months ended September 30, 2024 and 2023, respectively, and $18 million and $26 million during the three months ended September 30, 2024 and 2023, respectively, of our share of estimated equity method investment losses, net, which are included in other income/(expense), net. The estimated losses for both the nine and three months ended September 30, 2024 and 2023 are primarily related to our investment in Bakkt, partially offset by our share of net profits of OCC. Both the nine month periods ended September 30, 2024 and 2023 include adjustments to reflect the difference between reported prior period actual results from our original estimates.

For our equity investments that do not have readily determinable fair values, during the nine and three months ended September 30, 2024, we recorded a $1 million fair value loss and a $2 million fair value gain, respectively, on our investments related to an impairment and identifying an observable price change in one of our investments.

In connection with our acquisition of Black Knight, we acquired an investment in Dun & Bradstreet. During the three months ended September 30, 2023, we sold 51% of our investment for $97 million and recorded a loss on the sale of $1 million, a fair value loss of $7 million and a $1 million dividend, all of which are included as other expense, net.

During the nine months ended September 30, 2024, we recorded a gain of $160 million related to the PennyMac arbitration final award payment.

During the three months ended September 30, 2023, we recorded an impairment related to our Consolidated Audit Trail, or CAT, loan receivable of $16 million.

We incurred foreign currency transaction losses of $12 million and $8 million for the nine months ended September 30, 2024 and 2023, respectively, and $5 million and $3 million for the three months ended September 30, 2024 and 2023, respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction 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.

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 September 30, 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 $630 million and $330 million for the nine months ended September 30, 2024 and 2023, respectively, and $227 million and $123 million for the three months ended September 30, 2024 and 2023, respectively. The change in consolidated income tax expense between periods was 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 23% and 14% during the nine months ended September 30, 2024 and 2023, respectively, and 25% and 18% during the three months ended September 30, 2024 and 2023, respectively. The effective tax rates for the nine and three months ended September 30, 2024 were higher than the effective tax rates for the comparable periods in 2023 primarily due to tax benefits resulting from favorable audit settlements and state apportionment changes in the prior periods and the U.K. corporate income tax rate increase to 25% effective for the full year in 2024.

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, 2028. These new U.K. Pillar Two rules did not have a material impact on our income tax provision as of September 30, 2024.

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 nine and three months ended September 30, 2024 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):


	Nine Months Ended September 30, 2024						Three Months Ended September 30, 2024
	Pound Sterling			Euro			Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	1.2771			1.0872			1.3007			1.0991
Average exchange rate to the U.S. dollar in the same period in the prior year	1.2444			1.0835			1.2660			1.0881
Average exchange rate increase/(decrease)	3		%	—		%	3		%	1		%
Foreign denominated percentage of:
Revenues, less transaction-based expenses	7		%	8		%	7		%	7		%
Operating expenses	6		%	1		%	7		%	1		%
Operating income	8		%	15		%	7		%	14		%
Impact of the currency fluctuations(1) on:
Revenues, less transaction-based expenses	$	12		$	2		$	4		$	2
Operating expenses	$	6		$	—		$	2		$	—
Operating income	$	6		$	2		$	2		$	2

(1) Represents the impact of currency fluctuation for the nine and three months ended September 30, 2024 compared to the same periods in the prior year.

During the nine and three months ended September 30, 2024 and 2023, 15% and 14% of our consolidated revenues, less transaction-based expenses, respectively, were denominated in pounds sterling or euros. During the nine and three months ended September 30, 2024 and 2023, 7% and 8% 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.

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 acquired and cash received for divestitures, cash paid for equity and equity method investments and acquisition-related transaction and integration costs in each period.

290 291 292

294 295 296

(1) YTD 2023 acquisition and integration costs, net of divestitures, excludes $90 million from the sale of our investment in Dun & Bradstreet.

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 $755 million and $899 million as of September 30, 2024 and December 31, 2023, respectively. We had $1.6 billion and $871 million in short-term and long-term restricted cash and cash equivalents as of September 30, 2024 and December 31, 2023, respectively. We had $500 million and $680 million in short-term restricted investments as of September 30, 2024 and December 31, 2023, respectively. We had $78.8 billion and $79.0 billion of cash and cash equivalent margin deposits and guaranty funds as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the amount of unrestricted cash held by our non-U.S. subsidiaries was $364 million. Due to the application of 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. We intend to apply the high tax exception to Global Intangible

Low-Taxed Income in 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. These foreign earnings can also generally be distributed to the U.S. with no additional material U.S. income tax 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):


	Nine Months Ended September 30,
2024			2023
Net cash provided by/(used in):
Operating activities	$	3,103		$	2,573
Investing activities	(1)			(9,403)
Financing activities	(2,717)			(62,711)
Effect of exchange rate changes	7			(7)
Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	$	392		$	(69,548)

Operating Activities

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

The $530 million increase in net cash provided by operating activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:

An increase in net income, excluding depreciation and amortization, of $357 million which is primarily related to the full period impact of the Black Knight acquisition.
An increase in changes in working capital accounts of $159 million, including the following:

◦A change of $201 million related to the timing of the Section 31 fee rate changes and payments; and

◦A net decrease of $42 million related to changes in other underlying working capital accounts, primarily due to timing of payments and cash receipts.

Investing Activities

The $9.4 billion decrease in cash used in investing activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:

A decrease in cash paid for acquisitions, net of cash acquired, of $10.2 billion primarily related to the Black Knight acquisition in September 2023;
We had net proceeds from our restricted investments of $202 million during the nine months ended September 30, 2024 as compared to net purchases of $956 million for the nine months ended September 30, 2023. The net purchases of $956 million for the nine months ended September 30, 2023 primarily consisted of short-term restricted investments purchased by ICE Clear Europe for regulatory capital requirements of which $680 million matured during the nine months ended September 30, 2024. This was offset by the $500 million of net proceeds from the offering of the 2031 Notes during the nine months ended September 30, 2024 that have been invested and will be used to pay the senior notes maturing in May 2025;
We received $75 million from the sale of the Promissory Note during the nine months ended September 30, 2024;
Capital expenditures and capitalized software development costs increased $150 million driven by full period Black Knight activity combined with leasehold improvements and build out of our new offices and one of our existing data centers;
During the nine months ended September 30, 2024, we had purchases of equity and equity method investments of $24 million as compared to net proceeds of $90 million during the nine months ended September 30, 2023. The net proceeds were due to the sale of our Dun & Bradstreet investment for $97 million partially offset by equity investment purchases; and
During the nine months ended September 30, 2024, we had net proceeds of $230 million from the invested margin deposit activity compared to net proceeds of $2.0 billion during the nine months ended September 30, 2023. These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management.

Financing Activities

The $60.0 billion decrease in cash used in financing activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:

The change in cash and cash equivalent margin deposits and guaranty fund liability decreased $64.3 billion due to reduced volatility from 2022 to 2023 which impacted the prior year change;
During the nine months ended September 30, 2024, we had net repayments of debt of $861 million, primarily due to the repayment of the Term Loan, partially offset by the issuance of the 2031 Notes. During the nine months ended September 30, 2023, we had net proceeds from debt issuance of $514 million, primarily due to funding of the Black Knight acquisition;
During the nine months ended September 30, 2024, we had net redemptions of commercial paper of $583 million as compared to net proceeds of $1.9 billion during the nine months ended September 30, 2023. Our commercial paper issuances and subsequent redemptions were related to financing the Black Knight acquisition; and
Dividends paid to stockholders increased $67 million primarily due to the increase in the dividend per share for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Debt

As of September 30, 2024, we had $21.2 billion in outstanding debt, consisting of $19.8 billion of unsecured senior notes and $1.4 billion under our Commercial Paper Program. Our senior notes of $19.8 billion have a weighted average to maturity of 14 years and a weighted average cost of 3.7% per annum. Our commercial paper notes had original maturities ranging from 1 to 28 days as of September 30, 2024, with a weighted average interest rate of 5.2% per annum and a weighted average remaining maturity of 19 days.

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of May 31, 2029. As of September 30, 2024, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.4 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 $2.4 billion is 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 previously had a $2.4 billion two-year senior unsecured delayed draw term loan facility, or the Term 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 during the three months ended June 30, 2024, we fully repaid the amounts borrowed under the Term 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.

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. On June 5, 2024, we completed a private offer to exchange 99.75% of the $1 billion aggregate principal amount of the outstanding Black Knight Notes for new senior notes issued by ICE, or the ICE Original Exchange Notes, and the remaining amendments took effect at that time. On September 10, 2024, we completed a registered exchange offer in which virtually all previously outstanding ICE Original Exchange Notes were exchanged for identical new senior notes that were registered under the Securities Act of 1933 and thereby became freely transferable, subject to certain restrictions applicable to affiliates and broker dealers.

On May 13, 2024, we issued $750 million in aggregate principal amount of 5.25% senior notes due 2031, or the 2031 Notes. We intend to use $500 million of the net proceeds from the offering of the 2031 Notes to repay a portion of the aggregate principal amount of the senior notes maturing in May 2025, or the 2025 Notes. The net proceeds intended to repay the 2025 Notes have been invested and recorded as short-term restricted investments in our consolidated balance sheet as of September 30, 2024. We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under the Term Loan.

For additional details of our debt instruments, refer to Note 8 to our unaudited consolidated financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 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. 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. 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. Therefore, we did not have any share repurchases during the nine months ended September 30, 2024 or 2023. The remaining balance of Board approved funds for future repurchases as of September 30, 2024 was $2.5 billion.

We may begin or discontinue stock repurchases at any time and may enter into, amend or terminate a Rule 10b5-1 trading plan at any time, subject to applicable rules. From time to time, we have entered, and in the future may 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 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 September 30, 2024, we paid a quarterly dividend of $0.45 per share of our common stock for an aggregate payout of $261 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 $700 million and $740 million in 2024, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

As of September 30, 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 October 31, 2024, we announced a $0.45 per share dividend for the fourth quarter of 2024 with the dividend payable on December 31, 2024 to stockholders of record as of December 16, 2024.

Other than the facilities for the ICE Clearing Houses, our Credit 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 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, 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
	Nine Months Ended September 30,
Operating income adjustments:	2024			2023			2024			2023			2024			2023			2024			2023
Total revenues, less transaction-based expenses	$	3,723		$	3,304		$	1,719		$	1,668		$	1,514		$	815		$	6,956		$	5,787
Operating expenses	989			944			1,087			1,057			1,648			1,017			3,724			3,018
Less: Amortization of acquisition-related intangibles	51			49			114			127			593			316			758			492
Less: Transaction and integration costs	—			—			—			—			88			201			88			201
Less: Regulatory matter	—			11			10			—			—			—			10			11
Less: Other	11			6			20			—			—			—			31			6
Adjusted operating expenses	$	927		$	878		$	943		$	930		$	967		$	500		$	2,837		$	2,308
Operating income/(loss)	$	2,734		$	2,360		$	632		$	611		$	(134)		$	(202)		$	3,232		$	2,769
Adjusted operating income	$	2,796		$	2,426		$	776		$	738		$	547		$	315		$	4,119		$	3,479
Operating margin	73		%	71		%	37		%	37		%	(9)		%	(25)		%	46		%	48		%
Adjusted operating margin	75		%	73		%	45		%	44		%	36		%	39		%	59		%	60		%
Non-operating income adjustments:
Net income attributable to ICE common stockholders																			$	2,056		$	1,995
Add: Amortization of acquisition-related intangibles																			758			492
Add: Transaction and integration costs																			88			201
(Less)/Add: Litigation and regulatory matters																			(150)			11
Add: Net losses from unconsolidated investees																			63			91
Add: Loss on sale and fair value adjustments of equity investments and dividends received																			1			7
Less: Net interest income on pre-acquisition-related debt																			—			(12)
Add: Other																			31			22
Less: Income tax effect for the above items																			(199)			(178)
Less: Deferred tax adjustments on acquisition-related intangibles																			(26)			(131)
Less: Other tax adjustments																			—			(81)
Adjusted net income attributable to ICE common stockholders																			$	2,622		$	2,417
Diluted earnings per share attributable to ICE common stockholders																			$	3.57		$	3.55
Adjusted diluted earnings per share attributable to ICE common stockholders																			$	4.55		$	4.30
Diluted weighted average common shares outstanding																			576			562


	Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Consolidated
	Three Months Ended September 30,
Operating income adjustments:	2024			2023			2024			2023			2024			2023			2024			2023
Total revenues, less transaction-based expenses	$	1,254		$	1,114		$	586		$	559		$	509		$	330		$	2,349		$	2,003
Operating expenses	307			313			376			358			563			487			1,246			1,158
Less: Amortization of acquisition-related intangibles	17			16			37			42			198			133			252			191
Less: Transaction and integration costs	—			—			—			—			37			155			37			155
Less: Regulatory matter	—			—			10			—			—			—			10			—
Less/(Add): Other	(19)			—			6			—			—			—			(13)			—
Adjusted operating expenses	$	309		$	297		$	323		$	316		$	328		$	199		$	960		$	812
Operating income/(loss)	$	947		$	801		$	210		$	201		$	(54)		$	(157)		$	1,103		$	845
Adjusted operating income	$	945		$	817		$	263		$	243		$	181		$	131		$	1,389		$	1,191
Operating margin	76		%	72		%	36		%	36		%	(11)		%	(48)		%	47		%	42		%
Adjusted operating margin	75		%	73		%	45		%	44		%	35		%	39		%	59		%	59		%
Non-operating income adjustments:
Net income attributable to ICE common stockholders																			$	657		$	541
Add: Amortization of acquisition-related intangibles																			252			191
Add: Transaction and integration costs																			37			155
Add: Regulatory matter																			10			—
Add: Net losses from unconsolidated investees																			18			26
(Less)/Add: Loss on sale and fair value adjustments of equity investments and dividends received																			(2)			7

(Less)/Add: Other																			(13)			16
Less: Income tax effect for the above items																			(74)			(66)
Add/(Less): Deferred tax adjustments on acquisition-related intangibles																			9			(46)

Adjusted net income attributable to ICE common stockholders																			$	894		$	824
Diluted earnings per share attributable to ICE common stockholders																			$	1.14		$	0.96
Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.55		$	1.46
Diluted weighted average common shares outstanding																			577			565

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 nine months ended September 30, 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 prices of the acquisitions.

Litigation and regulatory matters during the nine months ended September 30, 2024 include the $160 million gain related to the PennyMac arbitration award resolution and payment received and a regulatory accrual of $10 million during the three months ended September 30, 2024. Litigation and regulatory matters during the nine months ended September 30, 2023 include an accrual related to a regulatory settlement of $11 million. We do not consider events of this type to be reflective of our core business.

We adjust for our share of net gains/(losses) related to our equity method investments, which primarily include OCC and Bakkt. In addition, during the nine and three months ended September 30, 2024, we excluded a $1 million fair value loss and a $2 million fair value gain, respectively, on our equity investments without readily determinable fair values related to an impairment and identifying an observable price change in one of our investments. During the nine months ended September 30, 2023, we excluded the combined loss of $7 million related to our fair value adjustment and sale of our investment in Dun & Bradstreet, net of dividends. 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 nine months ended September 30, 2023, we excluded $12 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 adjustments not considered to be a part of our core business operations include:

Duplicate rent expense of $21 million and $7 million incurred during the nine and three months ended September 30, 2024, respectively, related to 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. The London office transition is complete, and we expect the transition to our new New York space to be completed in the fourth 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 our normal operations.
During the nine months ended September 30, 2024, net $10 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024. This includes $30 million of expense for valid claims accrued as of June 30, 2024, net of $20 million in insurance proceeds received during the three months ended September 30, 2024.
During the nine months ended September 30, 2023, $6 million of expense for claims made following a NYSE system outage that occurred in January 2023 and an impairment related to our consolidated audit trail, or CAT, loan receivable of $16 million.

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 on acquisition-related intangibles include a benefit of $26 million and an expense of $9 million for the nine and three months ended September 30, 2024, respectively, and a benefit of $131 million and $46 million for the nine and three months ended September 30, 2023, respectively, are primarily related to U.S. state apportionment changes. Other tax adjustments include a net benefit of $81 million during the nine months ended September 30, 2023 primarily related to audit settlements for pre-acquisition tax matters as well as state apportionment changes in prior years.

Non-GAAP Liquidity Measures

We consider free cash flow and adjusted free cash flow to be non-GAAP liquidity measures that provide useful information to management and investors to analyze cash resources generated from our operations. We believe that free cash flow and adjusted free cash flow are also useful when comparing our performance to that of our competitors, and demonstrates our ability to convert the reinvestment of capital expenditures and capitalized software development costs required to maintain and grow our business, as well as adjust for timing differences related to the payment of section 31 fees. These non-GAAP liquidity measures are not presented in accordance with, or as an alternative to, GAAP liquidity measures and may be different from non-GAAP measures used by other companies. Free cash flow and adjusted free cash flow, including the related adjustments are as follows (in millions):


	Nine Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	3,103	$	2,573
Less: Capital expenditures	(212)		(104)
Less: Capitalized software development costs	(264)		(222)
Free cash flow	2,627		2,247
Add: Section 31 fees	4		205
Adjusted free cash flow	$	2,631	$	2,452

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

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 nine months ended September 30, 2024, we entered into a 15 year lease in New York City resulting in an initial net lease liability of $71 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

During the nine months ended September 30, 2024, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our 2023 Form 10-K.

Critical Accounting Policies

During the nine months ended September 30, 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 2023 Form 10-K.

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