Item 1. Consolidated Financial Statements

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Item 1. Consolidated Financial Statements

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except par value)

As ofAs of December 31, 2024
March 31, 2025
(Unaudited)
Assets:
Current assets:
Cash and cash equivalents$783$844
Short-term restricted cash and cash equivalents1,2351,142
Short-term restricted investments617594
Cash and cash equivalent margin deposits and guaranty funds83,28682,149
Invested deposits, delivery contracts receivable and unsettled variation margin4,1102,163
Customer accounts receivable, net of allowance for doubtful accounts of $22 and $21 at March 31, 2025 and December 31, 2024, respectively1,8781,490
Prepaid expenses and other current assets735713
Total current assets92,64489,095
Property and equipment, net2,2182,153
Other non-current assets:
Goodwill30,61730,595
Other intangible assets, net16,06716,306
Long-term restricted cash and cash equivalents305368
Long-term restricted investments66—
Other non-current assets953911
Total other non-current assets48,00848,180
Total assets$142,870$139,428
Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities$1,056$1,051
Section 31 fees payable260316
Accrued salaries and benefits152438
Deferred revenue612236
Short-term debt2,9323,027
Margin deposits and guaranty funds83,28682,149
Invested deposits, delivery contracts payable and unsettled variation margin4,1102,163
Other current liabilities312173
Total current liabilities92,72089,553
Non-current liabilities:
Non-current deferred tax liability, net3,8483,904
Long-term debt17,34917,341
Accrued employee benefits167170
Non-current operating lease liability340335
Other non-current liabilities403405
Total non-current liabilities22,10722,155
Total liabilities114,827111,708
Commitments and contingencies
Redeemable non-controlling interest in consolidated subsidiaries2222

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets (Continued)

(In millions, except par value)

As ofAs of December 31, 2024
March 31, 2025
(Unaudited)
Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; none issued or outstanding$—$—
Common stock, $0.01 par value; 1,500 shares authorized; 653 and 651 issued at March 31, 2025 and December 31, 2024, respectively, and 574 shares outstanding at both March 31, 2025 and December 31, 202477
Treasury stock, at cost; 79 and 77 shares at March 31, 2025 and December 31, 2024, respectively(6,721)(6,385)
Additional paid-in capital16,40116,292
Retained earnings18,59018,071
Accumulated other comprehensive loss(303)(338)
Total Intercontinental Exchange, Inc. stockholders’ equity27,97427,647
Non-controlling interests in consolidated subsidiaries4751
Total equity28,02127,698
Total liabilities and equity$142,870$139,428

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)

Three Months Ended March 31,
20252024
Revenues:
Exchanges$2,123$1,734
Fixed income and data services596568
Mortgage technology510499
Total revenues3,2292,801
Transaction-based expenses:
Section 31 fees26267
Cash liquidity payments, routing and clearing494444
Total revenues, less transaction-based expenses2,4732,290
Operating expenses:
Compensation and benefits481462
Professional services4036
Acquisition-related transaction and integration costs3236
Technology and communication213205
Rent and occupancy2129
Selling, general and administrative7678
Depreciation and amortization389381
Total operating expenses1,2521,227
Operating income1,2211,063
Other income/(expense):
Interest income3330
Interest expense(206)(241)
Other income, net19112
Total other income/(expense), net(154)(99)
Income before income tax expense1,067964
Income tax expense255181
Net income$812$783
Net income attributable to non-controlling interests(15)(16)
Net income attributable to Intercontinental Exchange, Inc.$797$767
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic$1.39$1.34
Diluted$1.38$1.33
Weighted average common shares outstanding:
Basic574573
Diluted577575

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

Three Months Ended March 31,
20252024
Net income$812$783
Other comprehensive income/(loss):
Foreign currency translation adjustments35(18)
Change in equity method investment—7
Other comprehensive income/(loss)35(11)
Comprehensive income$847$772
Comprehensive income attributable to non-controlling interests(15)(16)
Comprehensive income attributable to Intercontinental Exchange, Inc.$832$756

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

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

(In millions)

(Unaudited)

Intercontinental Exchange, Inc. Stockholders’ EquityNon- Controlling Interests in Consolidated SubsidiariesTotal EquityRedeemable Non-Controlling Interest
Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss
SharesValueSharesValue
Balance, as of December 31, 2024651$7(77)$(6,385)$16,292$18,071$(338)$51$27,698$22
Other comprehensive income——————35—35—
Stock-based compensation————66———66—
Exercise of common stock options————13———13—
Issuance of restricted stock2—————————
Shares withheld for taxes on employee equity awards——(1)(95)————(95)—
Issuance under the employee stock purchase plan————30———30—
Repurchases of common stock——(1)(241)————(241)—
Contribution from equity partners———————1111—
Distributions of profits———————(30)(30)—
Dividends paid to stockholders—————(278)——(278)—
Net income attributable to non-controlling interests—————(15)—15——
Net income—————812——812—
Balance, as of March 31, 2025653$7(79)$(6,721)$16,401$18,590$(303)$47$28,021$22
Intercontinental Exchange, Inc. Stockholders’ EquityNon- Controlling Interest in Consolidated SubsidiariesTotal EquityRedeemable Non-Controlling Interest
Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss
SharesValueSharesValue
Balance, as of December 31, 2023649$6(76)$(6,304)$15,953$16,356$(294)$69$25,786$—
Other comprehensive loss——————(11)—(11)—
Stock-based compensation————63———63—
Exercise of common stock options————6———6—
Issuance of restricted stock11——————1—
Shares withheld for taxes on employee equity awards——(1)(71)————(71)—
Issuance under the employee stock purchase plan————25———25—
Distributions of profits———————(35)(35)—
Dividends paid to stockholders—————(258)——(258)—
Net income attributable to non-controlling interest—————(16)—16——
Net income—————783——783—
Balance, as of March 31, 2024650$7(77)$(6,375)$16,047$16,865$(305)$50$26,289$—

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

Three Months Ended March 31,
20252024
Operating activities:
Net income$812$783
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization389381
Stock-based compensation5757
Deferred taxes(60)(50)
Loss on investments—3
Net (income)/losses from unconsolidated investees(29)42
Other1414
Changes in assets and liabilities:
Customer accounts receivable(387)(285)
Other current and non-current assets(38)(76)
Section 31 fees payable(56)(13)
Deferred revenue370393
Other current and non-current liabilities(106)(240)
Total adjustments154226
Net cash provided by operating activities9661,009
Investing activities:
Capital expenditures(85)(58)
Capitalized software development costs(104)(87)
Purchases of invested margin deposits(2,344)(536)
Proceeds from sales of invested margin deposits481230
Cash paid for acquisitions, net of cash acquired(11)—
Proceeds from sale of Promissory Note—75
Purchases of restricted investments(183)(64)
Proceeds from sales of restricted investments100702
Other(7)(3)
Net cash provided by/(used in) investing activities(2,153)259
Financing activities:
Repayments of debt—(600)
Redemption of commercial paper, net(96)(38)
Repurchases of common stock(241)—
Dividends paid to stockholders(278)(258)
Change in cash and cash equivalent margin deposits and guaranty funds liability2,999(4,551)
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises(95)(71)
Other(6)(4)
Net cash provided by/(used in) financing activities2,283(5,522)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds10(5)
Net increase/(decrease) in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds1,106(4,259)
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at beginning of period84,50380,750
Cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds at end of period$85,609$76,491

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In millions)

(Unaudited)

Three Months Ended March 31,
20252024
Supplemental cash flow disclosure:
Cash paid for income taxes$166$142
Cash paid for interest$194$240
Reconciliation of the components of cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds to the consolidated balance sheets:As of March 31, 2025As of March 31, 2024
Cash and cash equivalents$783$863
Short-term restricted cash and cash equivalents1,2351,227
Long-term restricted cash and cash equivalents305278
Cash and cash equivalent margin deposits and guaranty funds83,28674,123
Total$85,609$76,491

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

**1.**Description of Business

Nature of Business and Organization

Intercontinental Exchange, Inc. is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. Our products, which span major asset classes including futures, equities, fixed income and United States, or U.S., residential mortgages, provide our customers with access to mission critical tools that are designed to increase asset class transparency and workflow efficiency. Our business is conducted through three reportable business segments:

  • Exchanges:** We operate regulated 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 credit default swap, or 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.

We operate marketplaces, technology and provide data services in the U.S., United Kingdom, or U.K., European Union, or EU, Canada, Asia Pacific and the Middle East.

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2024. The unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature.

Preparing financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying disclosures. Actual amounts could differ from those estimates. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

These statements include the accounts of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in consolidation. For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the non-ICE interests are shown as non-controlling interests. When non-controlling interests hold an option to require us to repurchase their interests, these amounts are shown as redeemable non-controlling interests and could be subject to remeasurement.

We have considered the impacts of macroeconomic conditions during the quarter, including interest rates, inflation rates, changes in tariffs and trade policies, geopolitical events and military conflicts, including repercussions from, and the impacts that, any of the foregoing may have on the global economy and on our business. As of March 31, 2025, our businesses and operations, including our exchanges, clearing houses, listings venues, data services businesses and mortgage platforms, have not suffered a material negative impact as a result of these events. There continues to be uncertainty surrounding the current macroeconomic environment and the impact that it may have on the global economy and on our business.

Recently Adopted Accounting Pronouncements

As disclosed in Note 2 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, or the 2024 Form 10-K, we adopted Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures as of December 31, 2024. This ASU requires many of the updates made in our annual segment disclosures to also be made in interim periods. We applied the new interim period requirements in Note 14, including retrospective updates to the prior interim period presented.

During the three months ended March 31, 2025, there were no other significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in the 2024 Form 10-K.

3. Investments

The carrying value of our investments consisted of the following (in millions):

As of March 31, 2025As of December 31, 2024
Equity securities:
Equity method investments$377$347
Equity investments without readily determinable fair values106104

Equity Method Investments

Our equity method investments include the Options Clearing Corporation, or OCC, and Bakkt Holdings, Inc. and Bakkt Opco Holdings, LLC, or collectively, Bakkt, among others. Our equity method investments are included in other non-current assets in our consolidated balance sheets. We initially record our equity method investments at cost. At the end of each reporting period, we record our share of net income or losses of our equity method investments as equity earnings included in other income, net, in our consolidated statements of income, and adjust the carrying value of our equity method investments accordingly. In addition, if and when our equity method investments issue cash dividends to us, we deduct the amount of these dividends from the carrying amount of that investment. We assess the carrying value periodically if impairment indicators are present.

We recognized $29 million of income and $42 million of losses as our share of estimated income/losses, net, from our equity method investments during the three months ended March 31, 2025 and 2024, respectively. The estimated income for the three months ended March 31, 2025 is primarily related to our share of net income of OCC. The estimated losses for the three months ended March 31, 2024 are primarily related to our investment in Bakkt, partially offset by our share of net income of OCC. Both periods include adjustments to reflect the difference between reported prior period actual results from our original estimates.

When performing our assessment of the carrying value of our investments, we consider, among other things, the length of time and the extent to which the market value has been less than our cost basis, if applicable, the investee's financial condition and near-term prospects, the economic or technological environment in which our investees operate, weakening of the general market condition of the related industry, whether an investee can continue as a going concern, any impairment charges recorded by an investee on goodwill, intangible or long-lived assets, and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

OCC

We own a 40% interest in OCC through a direct investment by the New York Stock Exchange, or NYSE. OCC is regulated by the SEC as a registered clearing agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. OCC serves as a clearing house for securities options, securities futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges.

Bakkt

As of March 31, 2025 and December 31, 2024, we held an approximate 54% economic interest in Bakkt. As a result of limitations on ICE from the Bakkt voting agreement entered into in connection with Bakkt's merger with Victory Park Capital Impact Acquisition Holdings, or VIH, we hold a minority voting interest in Bakkt and treat it as an equity method investment.

As of March 31, 2025, we do not have any value assigned to the equity method investment carrying value for Bakkt primarily due to our continued recording of our share of losses. As Bakkt is a public company with a readily available

market price, the fair value of our investment was $65 million as of March 31, 2025, which was based on the quoted market price of Bakkt Class A common stock as of March 31, 2025.

On August 12, 2024, we entered into a revolving credit agreement with Bakkt pursuant to which we agreed to provide Bakkt with a $40 million secured revolving line of credit that matures on December 31, 2026. The $40 million is available in defined commitment amounts for specified time periods in the future. As of March 31, 2025, the total commitment amount available to Bakkt was $20 million, of which $5 million had been drawn by Bakkt and remained outstanding at the end of the period.

As an equity method investee, Bakkt is a related party of ICE. The interest earned on the funded amount combined with the commitment fees charged to Bakkt were immaterial for the three months ended March 31, 2025.

Equity Investments Without Readily Determinable Fair Values

Our equity investments without readily determinable fair values are included in other non-current assets in our consolidated balance sheets. For these investments, we apply the measurement alternative in Accounting Standards Codification, or ASC, 321, Investments - Equity Securities, or ASC 321. Under the measurement alternative, these investments are recorded at cost minus any impairment, and adjusted to fair value if and when there is an observable price change in an orderly transaction for the identical or a similar investment of the same issuer, with any change in fair value recognized in net income. During the three months ended March 31, 2025, there were no material adjustments made to the carrying values of these investments.

4. Revenue Recognition

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our consolidated balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than rebates, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods. Certain judgments and estimates are used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers.

Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues, certain data services, clearing services, mortgage technology services and other revenues. See Note 5 for our discussion of deferred revenue balances, activity, and expected timing of recognition.

For all of our contracts with customers, except for listings and certain data, clearing and mortgage services, our performance obligations are short term in nature and there is no significant variable consideration. In addition, we have elected the practical expedient of excluding sales taxes from transaction prices.

Refer to Notes 2 and 5 to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K where we describe our revenue recognition accounting policies and our primary revenue contract classifications in detail.

Disaggregation of Revenues

The following tables depict the disaggregation of our revenues according to business line and segment (in millions). Amounts here have been aggregated as they follow consistent revenue recognition patterns, and are consistent with the segment information in Note 14:

Exchanges SegmentFixed Income and Data Services SegmentMortgage Technology SegmentTotal Consolidated
Three Months Ended March 31, 2025:
Total revenues (1)$2,123$596$510$3,229
Transaction-based expenses756——756
Total revenues, less transaction-based expenses$1,367$596$510$2,473
Timing of Revenue Recognition
Services transferred at a point in time$852$114$110$1,076
Services transferred over time5154824001,397
Total revenues, less transaction-based expenses$1,367$596$510$2,473
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $25 million and $26 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.
Exchanges SegmentFixed Income and Data Services SegmentMortgage Technology SegmentTotal Consolidated
Three Months Ended March 31, 2024:
Total revenues (1)$1,734$568$499$2,801
Transaction-based expenses511——511
Total revenues, less transaction-based expenses$1,223$568$499$2,290
Timing of Revenue Recognition
Services transferred at a point in time$742$111$106$959
Services transferred over time4814573931,331
Total revenues, less transaction-based expenses$1,223$568$499$2,290
(1) Included in total revenues is revenue related to net interest income earned on cash margin received from clearing members at certain ICE clearing houses. These amounts were $24 million and $38 million recorded in Exchanges and Fixed Income and Data Services segments, respectively.

The Exchanges segment and the Fixed Income and Data Services segment revenues above include data services revenues. Our data services revenues are transferred over time, and a majority of those revenues are performed over a short period of time of one month or less and relate to subscription-based data services billed monthly, quarterly or annually in advance. These revenues are recognized ratably over time as our data delivery performance obligations are met consistently throughout the period.

The Exchanges segment revenues transferred over time in the tables above also include services related to listings, risk management of open interest performance obligations and regulatory fees, trading permits, and software licenses.

The Fixed Income and Data Services segment revenues transferred over time in the tables above also include services related to risk management of open interest performance obligations, primarily in our CDS business.

The Mortgage Technology segment revenues transferred over time in the tables above primarily relate to our origination and servicing technology revenue where performance obligations consist of a series of distinct services and are recognized over the contract terms as subscription performance obligations are satisfied and, to a lesser extent, professional services revenues and revenues from certain of our data and analytics offerings.

The components of services transferred over time for each of our segments are as follows (in millions):

Three Months Ended March 31,
20252024
Exchanges Segment:
Data services revenues$246$235
Services transferred over time related to risk management of open interest performance obligations10993
Services transferred over time related to listings122122
Services transferred over time related to regulatory fees, trading permits, and software licenses3831
Total$515$481
Fixed Income Data Services Segment:
Data services revenues$471$449
Services transferred over time related to risk management of open interest performance obligations in our CDS business118
Total$482$457
Mortgage Technology Segment:
Recurring revenues$397$390
Other33
Total$400$393
Total consolidated revenues transferred over time$1,397$1,331

Transaction Price Allocated to Future Performance Obligations

Our disclosure of transaction price allocated to future performance obligations excludes the following:

  • Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable consideration allocation criteria;

  • Performance obligations that are part of a contract with an original expected duration of one year or less; and

  • Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.

As of March 31, 2025, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $3.5 billion and was primarily related to contracts with customers in our Mortgage Technology segment. We expect this amount to be recognized as revenue as follows: 30% by December 31, 2025, 81% by December 31, 2027, 96% by December 31, 2029 and the rest thereafter.

Contract Assets

A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our customers, where invoicing is contingent on our completion of other performance obligations or contractual milestones. Substantially all of our contract assets are related to contracts with customers in our Mortgage Technology segment. As of March 31, 2025 and December 31, 2024, the balance of our contract assets was $90 million and $87 million, respectively.

5. Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was $703 million as of March 31, 2025, including $612 million in current deferred revenue and $91 million in other non-current liabilities in our consolidated balance sheets. The changes in our deferred revenue during the three months ended March 31, 2025 are as follows (in millions):

Listings RevenuesData Services and Other RevenuesMortgage TechnologyTotal
Deferred revenue balance at January 1, 2025$119$130$84$333
Additions46113938638
Amortization(122)(100)(46)(268)
Deferred revenue balance at March 31, 2025$458$169$76$703

The changes in our deferred revenue during the three months ended March 31, 2024 are as follows (in millions):

Listings RevenuesData Services and Other RevenuesMortgage TechnologyTotal
Deferred revenue balance at January 1, 2024$108$93$106$307
Additions46016132653
Amortization(122)(99)(39)(260)
Deferred revenue balance at March 31, 2024$446$155$99$700

Included in the amortization recognized during the three months ended March 31, 2025 is $88 million related to the deferred revenue balance as of January 1, 2025. Included in the amortization recognized for the three months ended March 31, 2024 is $84 million related to the deferred revenue balance as of January 1, 2024. As of March 31, 2025, the remaining deferred revenue balance will be recognized over the period of time we satisfy our performance obligations as described in Note 4.

6. Goodwill and Other Intangible Assets

The following is a summary of the activity in our goodwill balance by segment for the three months ended March 31, 2025 (in millions):

Exchanges SegmentFixed Income and Data Services SegmentMortgage Technology SegmentTotal Consolidated
Goodwill balance at December 31, 2024$8,136$4,853$17,606$30,595
Acquisition—8—8
Foreign currency translation131—14
Goodwill balance at March 31, 2025$8,149$4,862$17,606$30,617

The following is a summary of the activity in our other intangible assets balance for the three months ended March 31, 2025 (in millions):

Other intangible assets balance at December 31, 2024$16,306
Acquisition4
Foreign currency translation10
Amortization of other intangible assets(253)
Other intangible assets balance at March 31, 2025$16,067

Foreign currency translation adjustments result from a portion of our goodwill and other intangible assets primarily being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar.

During the three months ended March 31, 2025, we considered potential indicators of impairment to goodwill and other intangible assets for each of our reporting units, which included continued global inflation concerns, changes in tariffs and trade policies and changing interest rates, including their effect on our forecasts, among other things. As such, we performed this assessment to determine whether it was more-likely-than-not that goodwill and indefinite lived intangibles within each of our reporting units were impaired. Additionally, we evaluated whether the carrying value of the finite-lived intangible assets may not be recoverable. After evaluating events, circumstances and factors which could affect the

significant inputs used in our evaluation of cash flows and related fair value, we determined it was not more-likely-than-not that an impairment existed in our goodwill and indefinite lived intangible assets or that the carrying amount of our finite lived intangible assets was not recoverable. We plan to perform our annual impairment testing in the fourth quarter of 2025.

7. Debt

The carrying value of our total debt, including short-term and long-term debt, consisted of the following (in millions):

As of March 31, 2025As of December 31, 2024
Short-term debt:
Commercial Paper$433$529
2025 Senior Notes (3.65%; unsecured due May 23, 2025)1,2501,249
2025 Senior Notes (3.75%; unsecured due December 1, 2025)1,2491,249
Total short-term debt2,9323,027
Long-term debt:
2027 Senior Notes (4.00%; unsecured due September 15, 2027)1,4931,492
2027 Senior Notes (3.10%; unsecured due September 15, 2027)499498
2028 Senior Notes (3.625%; unsecured due September 1, 2028)941937
2028 Senior Notes (3.75%; unsecured due September 21, 2028)597596
2029 Senior Notes (4.35%; unsecured due June 15, 2029)1,2431,243
2030 Senior Notes (2.10%; unsecured due June 15, 2030)1,2401,240
2031 Senior Notes (5.25%; unsecured due June 15, 2031)744743
2032 Senior Notes (1.85%; unsecured due September 15, 2032)1,4881,488
2033 Senior Notes (4.60%; unsecured due March 15, 2033)1,4901,490
2040 Senior Notes (2.65%; unsecured due September 15, 2040)1,2331,233
2048 Senior Notes (4.25%; unsecured due September 21, 2048)1,2331,233
2050 Senior Notes (3.00%; unsecured due June 15, 2050)1,2231,223
2052 Senior Notes (4.95%; unsecured due June 15, 2052)1,4671,467
2060 Senior Notes (3.00%; unsecured due September 15, 2060)1,4731,473
2062 Senior Notes (5.20%; unsecured due June 15, 2062)985985
Total long-term debt17,34917,341
Total debt$20,281$20,368

As of March 31, 2025, our senior notes of $19.8 billion had a weighted average maturity of 13 years and a weighted average cost of 3.7% per annum.

Credit Facilities

We have a $3.9 billion senior unsecured revolving credit facility, or the Credit Facility, with future capacity to increase our borrowings under the Credit Facility by an additional $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. On May 31, 2024, we agreed with the lenders to extend the maturity date of the Credit Facility from May 25, 2027, to May 31, 2029, among other items. No amounts were outstanding under the Credit Facility as of March 31, 2025.

As of March 31, 2025, of the $3.9 billion that was available for borrowing under the Credit Facility, $433 million was required to back-stop the notes outstanding under our Commercial Paper Program and $172 million was required to support certain broker-dealer and other subsidiary commitments. Amounts required to back-stop notes outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $3.3 billion is available for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future amounts outstanding under the Commercial Paper Program.

Our India subsidiaries maintain $14 million of credit lines for their general corporate purposes. As of March 31, 2025, there were no amounts outstanding under these credit lines.

Commercial Paper Program

Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term

interest rates, which fluctuate due to market conditions and as a result may impact our interest expense. During the three months ended March 31, 2025, we had net repayments of $96 million under the Commercial Paper Program.

Commercial paper notes of $433 million with original maturities ranging from 1 to 20 days were outstanding as of March 31, 2025, with a weighted average interest rate of 4.6% per annum, and a weighted average remaining maturity of 12 days.

8. Share-Based Compensation

We currently have employee and non-employee director incentive plans under which we have the ability to grant restricted stock units, or RSUs, and stock options, among other types of awards. These awards have various service, performance, and/or market conditions and are used as an incentive to attract and retain qualified employees and to align our and our stockholders' interests by linking actual performance to both short and long-term stockholder return. Stock options and RSUs are granted at the discretion of the Compensation Committee of our Board of Directors, or Board, based on the estimated fair value on the date of grant. The fair value of the stock options and RSUs on the date of grant is recognized as expense over the vesting period, net of estimated forfeitures. We also have an employee stock purchase plan, or ESPP, available to our employees.

The non-cash compensation expenses recognized in our consolidated statements of income for stock options, RSUs and under our employee stock purchase plan, net of amounts classified as capitalized software, were $57 million for both the three months ended March 31, 2025 and 2024. For the three months ended March 31, 2025, $5 million and $6 million, respectively, of the total non-cash compensation expense was recorded within acquisition-related transaction and integration costs in the consolidated statement of income.

Stock Options

We have historically used the Black-Scholes option pricing model to value our stock option awards. During the three months ended March 31, 2025, we did not grant any stock option awards. Refer to Note 11 to the consolidated financial statements included in Part II, Item of our 2024 Form 10-K for information on the assumptions to value the stock option awards issued during the three months ended March 31, 2024.

Restricted Stock Units Activity

Service condition only RSUs

During the three months ended March 31, 2025, we granted 0.8 million of time-based RSUs. The grant date fair value of each award is based on the closing stock price of our stock at the date of grant. These RSUs generally vest in equal installments on each anniversary of the grant date, subject to continued employment. The grant date fair value of time-based RSUs is recognized as expense ratably over the vesting period, which is three or four years, net of estimated forfeitures.

Performance condition RSUs

During the three months ended March 31, 2025, we granted 0.3 million of one-year performance based RSUs, or PSUs, to certain of our employees. The number of shares that will ultimately vest under these PSUs is based on our actual current year EBITDA relative to a pre-established goal set by our Board and the Compensation Committee. The PSUs will then vest in three equal installments on each anniversary of the grant date, subject to continued employment. The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant. For these PSUs, we recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable 2025 actual financial performance as compared to the 2025 financial performance targets, net of estimated forfeitures. As of March 31, 2025, our best estimate is that the financial performance level will be at target for 2025.

During the three months ended March 31, 2025, we also granted 0.1 million of three-year PSUs to certain of our employees. The number of shares that will ultimately vest under these PSUs is based on our 2027 EBITDA relative to a pre-established goal set by our Board and the Compensation Committee. These PSUs will cliff-vest on the third anniversary of the grant date, subject to continued employment. The grant date fair value of these awards was based on the closing stock price of our stock at the date of grant. For these PSUs, we recognize expense ratably over the vesting period based on our quarterly assessment of the probable actual financial performance as compared to the financial performance targets, net of estimated forfeitures. As of March 31, 2025, our best estimate is that the financial performance level will be at target for the performance period.

Market condition RSUs

During the three months ended March 31, 2025, we granted 0.1 million of three-year total stockholder return, or TSR, performance based RSUs, or TSR-based PSUs. The number of shares that will ultimately vest under these TSR-based PSUs will be based on our cumulative TSR performance over the three-year period relative to that of the S&P 500. These TSR-based PSUs will cliff-vest on the third anniversary of the grant date, subject to continued employment. The fair value of these awards was estimated based on a simulation of various outcomes and included inputs such as our stock price at the beginning of the period subject to the market condition, the risk-free interest rate, the time period of the market condition, and the expected volatility of our stock and the underlying equity securities of the S&P 500 benchmark index subject to the market condition. For these TSR-based PSUs, we recognize expense ratably over the vesting period, net of estimated forfeitures.

Employee Stock Purchase Plan

We offer our employees the ability to participate in our ESPP, under which we have reserved and may sell up to 25 million shares of our common stock to employees. Under our ESPP, participating employees have the right to acquire shares of our common stock in increments of 1% of eligible pay, with a maximum contribution of 25% of eligible pay, subject to applicable annual Internal Revenue Service, or IRS, limitations. Participating employees are limited to acquiring up to $25,000 of our common stock annually, and a maximum of 1,250 shares of common stock during each offering period. There are two offering periods each year, from January 1st (or the first trading day thereafter) through June 30th (or the last trading day prior to such date) and from July 1st (or the first trading day thereafter) through December 31st (or the last trading day prior to such date). The purchase price per share of common stock is 85% of the lesser of the fair market value of the stock on the first or the last trading day of each offering period.

9. Equity

Stock Repurchase Program

In December 2021, our Board approved an aggregate of $3.15 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, 2022. In December 2024, the remaining available balance of $2.52 billion was re-authorized by our Board. The approval by our Board for the 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. In making a determination regarding the timing and extent of any share repurchases, we consider multiple factors that may include: 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 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. We fund repurchases from our operating cash flow or borrowings under our debt facilities or Commercial Paper Program.

Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. In February 2025, we entered into a new 10b5-1 trading plan that became effective on February 21, 2025. During the three months ended March 31, 2025, we repurchased a total of 1.4 million shares of our outstanding common stock at a cost of $241 million under the 10b5-1 trading plan. We recorded the applicable excise tax in treasury stock as part of the cost basis of the shares repurchased. We did not have any share repurchases during the three months ended March 31, 2024. Shares repurchased are held in treasury stock.

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 or enter into additional plans. As of March 31, 2025, the remaining balance of Board approved funds for future repurchases was $2.28 billion.

Dividends

During the three months ended March 31, 2025 and 2024, we declared and paid cash dividends per share of $0.48 and $0.45, respectively, for an aggregate payout of $278 million and $258 million, respectively. Our Board has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be approved quarterly by the Board or the Audit Committee, taking into account such factors as our evolving business model, prevailing business conditions, our current and future planned strategic growth initiatives, our financial results and capital requirements and other considerations which our Board deems relevant, without a predetermined annual net income payout ratio.

Accumulated Other Comprehensive Income/(Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive income/ (loss) (in millions):

Changes in Accumulated Other Comprehensive Income/(Loss) by Component
Foreign currency translation adjustmentsComprehensive income from equity method investmentEmployee benefit plans adjustmentsTotal
Balance, as of December 31, 2024$(285)$9$(62)$(338)
Other comprehensive income351—36
Income tax expense—(1)—(1)
Net current period other comprehensive income35——35
Balance, as of March 31, 2025$(250)$9$(62)$(303)
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
Foreign currency translation adjustmentsComprehensive income from equity method investmentEmployee benefit plans adjustmentsTotal
Balance, as of December 31, 2023(230)2(66)(294)
Other comprehensive income/(loss)(18)10—(8)
Income tax expense—(3)—(3)
Net current period other comprehensive income/(loss)(18)7—(11)
Balance, as of March 31, 2024$(248)$9$(66)$(305)

10. Income Taxes

Our effective tax rate was 24% and 19% during the three months ended March 31, 2025 and 2024, respectively. The effective tax rate for the three months ended March 31, 2025 was higher than the effective tax rate for the comparable period in 2024 primarily due to deferred tax benefits from state apportionment changes in the three months ended March 31, 2024.

The Organisation for Economic Cooperation and Development, or OECD, Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The EU member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which 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 commencing on or before December 31, 2026 and ending on or before June 30, 2028. These Pillar Two rules, including those in the U.K., did not have a material impact on our financial statements as of March 31, 2025 or December 31, 2024.

11. Clearing Operations

We operate six clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing members or participants, or Members. Through this central counterparty function, the clearing houses provide financial security for each transaction for the duration of the position by limiting counterparty credit risk.

Our clearing houses are responsible for providing clearing services to each of our futures exchanges, and in some cases to third-party execution venues, and are as follows, referred to herein collectively as "the ICE Clearing Houses":

Clearing HouseProducts ClearedExchange where ExecutedLocation
ICE Clear EuropeEnergy, agricultural, interest rates and equity index futures and options contractsICE Futures Europe, ICE Futures U.S., ICE Endex and ICE Futures Abu DhabiU.K.
ICE Clear U.S.Agricultural, metals, foreign exchange, or FX, interest rate and equity index futures and/or options contractsICE Futures U.S.U.S.
ICE Clear CreditOTC North American, European, Asian-Pacific and Emerging Market CDS instrumentsCreditex and third-party venuesU.S.
ICE Clear NetherlandsDerivatives on equities and equity indices traded on regulated marketsICE EndexThe Netherlands
ICE Clear SingaporeEnergy, metals and financial futures productsICE Futures SingaporeSingapore
ICE NGXPhysical North American natural gas, environmental commodities and physical and financial electricityICE NGXCanada

Original and Variation Margin

Each of the ICE Clearing Houses generally requires all Members to deposit collateral in cash or certain pledged assets. The collateral deposits are known as “original margin.” In addition, the ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection. The daily profits and losses to and from the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin.” The ICE Clearing Houses mark all outstanding contracts to market, and, with the exception of ICE NGX’s physical natural gas, physical environmental and physical power products discussed separately below, pay and collect variation margin at least once daily.

The amounts that Members are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, risk committees and the boards of directors of the respective ICE Clearing House. The amounts required may fluctuate over time. Each of the ICE Clearing Houses is a separate legal entity and is not subject to the liabilities of the others, or the obligations of Members of the other ICE Clearing Houses.

Should a particular Member fail to deposit its original margin or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge the defaulting Member's open positions and use their original margin and guaranty fund deposits to pay any amount owed. In the event that the defaulting Member's deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses will first use their respective contributions to the guaranty fund, often referred to as Skin In The Game, or SITG, to pay any remaining amount owed. In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits and default insurance or collect limited additional funds from their respective non-defaulting Members on a pro-rata basis, to pay any remaining amount owed.

As of March 31, 2025 and December 31, 2024, the ICE Clearing Houses had received or had been pledged $181.8 billion and $173.1 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

Guaranty Funds and ICE Contribution

As described above, mechanisms have been created, called guaranty funds, to provide partial protection in the event of a Member default. With the exception of ICE NGX, each of the ICE Clearing Houses requires that each Member make deposits into a guaranty fund.

In addition, we have contributed our own capital that could be used if a defaulting Member’s original margin and guaranty fund deposits are insufficient. Such amounts are recorded as long-term restricted cash and cash equivalents and long-term restricted investments in our balance sheets and are as follows (in millions):

ICE Portion of Guaranty Fund ContributionDefault insurance
Clearing HouseAs of March 31, 2025As of December 31, 2024As of March 31, 2025As of December 31, 2024
ICE Clear Europe$197$197$100$100
ICE Clear U.S.75752525
ICE Clear Credit50507575
ICE Clear Netherlands22N/AN/A
ICE Clear Singapore11N/AN/A
ICE NGX4545200200
Total$370$370$400$400

We also maintain default insurance at ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit as an additional layer of clearing member default protection, which is reflected in the table above. The default insurance was renewed in September 2022 and has a three-year term. The default insurance layer resides after and in addition to the ICE Clear Europe, ICE Clear U.S. and ICE Clear Credit SITG contributions and before the guaranty fund contributions of the non-defaulting Members.

Similar to SITG, the default insurance layer is not intended to replace or reduce the position risk-based amount of the guaranty fund. As a result, the default insurance layer is not a factor that is included in the calculation of the Members' guaranty fund contribution requirement. Instead, it serves as an additional, distinct, and separate default resource that should serve to further protect the non-defaulting Members’ guaranty fund contributions from being mutualized in the event of a default.

As of March 31, 2025, ICE NGX maintained a guaranty fund of $215 million, comprising $15 million in cash and a $200 million letter of credit backed by a default insurance policy of the same amount, discussed below. Separately, ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes if a direct participant of the ICE NGX clearing house, or Contracting Party, defaulted.

Below is a depiction of our Default Waterfall which summarizes the lines of defense and layers of protection we maintain for our mutualized clearing houses.

ICE Clearing House Default Waterfall

ICE Risk Waterfall graphic for clearing FN.jpg

Cash and Invested Margin Deposits

We have recorded cash and invested margin and guaranty fund deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the Members. As of March 31, 2025, our cash and invested margin deposits were as follows (in millions):

ICE Clear EuropeICE Clear CreditICE Clear U.S.ICE NGXOther ICE Clearing HousesTotal
Original margin$48,320$23,258$6,759$—$4$78,341
Unsettled variation margin, net———1,035—1,035
Guaranty fund2,3204,208797—57,330
Delivery contracts receivable/payable, net———690—690
Total$50,640$27,466$7,556$1,725$9$87,396

As of December 31, 2024, our cash and invested margin deposits were as follows (in millions):

ICE Clear EuropeICE Clear CreditICE Clear U.S.ICE NGXOther ICE Clearing HousesTotal
Original margin$45,427$23,843$7,069$—$4$76,343
Unsettled variation margin, net———934—934
Guaranty fund2,3533,312660—56,330
Delivery contracts receivable/payable, net———705—705
Total$47,780$27,155$7,729$1,639$9$84,312

Our cash and invested margin and guaranty fund deposits are maintained in accounts with national banks and highly-rated financial institutions or secured through direct investments, primarily in U.S. Treasury and other highly-rated foreign government securities, or reverse repurchase agreements with primarily overnight maturities. Reverse repos are valued daily and are subject to collateral maintenance provisions pursuant to which the counterparty must provide additional collateral if the underlying securities lose value in an amount sufficient to maintain collateralization of at least 102%. We primarily use Level 1 inputs when evaluating the fair value of the non-cash equivalent direct investments, as highly-rated government securities are quoted in active markets. The carrying value of these deposits is deemed to approximate fair value.

To provide a tool to address the liquidity needs of our clearing houses and manage the liquidation of margin and guaranty fund deposits held in the form of cash and high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear U.S. have entered into Committed Repurchase Agreement Facilities, or Committed Repo. Additionally, ICE Clear Credit and ICE Clear Netherlands have entered into Committed FX Facilities to support these liquidity needs. As of March 31, 2025, the following facilities were in place:

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

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

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

  • ICE Clear Netherlands: €10 million in Committed FX Facilities to have the ability to convert available non-euro denominated cash into euro denominated cash to meet euro denominated payment obligations with same day liquidity.

Details of our deposits are as follows (in millions):

Cash and Cash Equivalent Margin Deposits and Guaranty Funds
Clearing HouseInvestment TypeAs of March 31, 2025As of December 31, 2024
ICE Clear EuropeNational bank account$5,757$4,817
ICE Clear EuropeReverse repo40,27837,276
ICE Clear EuropeSovereign debt2,1624,515
ICE Clear EuropeDemand deposits58648
ICE Clear CreditNational bank account20,42320,369
ICE Clear CreditReverse repo3,8944,089
ICE Clear CreditDemand deposits3,1492,697
ICE Clear U.S.Reverse repo7,1097,382
ICE Clear U.S.Sovereign debt447347
Other ICE Clearing HousesDemand deposits99
Total cash and cash equivalent margin deposits and guaranty funds$83,286$82,149
Invested Deposits, Delivery Contracts Receivable and Unsettled Variation Margin
Clearing HouseInvestment TypeAs of March 31, 2025As of December 31, 2024
ICE NGXUnsettled variation margin and delivery contracts receivable$1,725$1,639
ICE Clear EuropeInvested deposits - sovereign debt2,385524
Total invested deposits, delivery contracts receivable and unsettled variation margin$4,110$2,163

Other Deposits

In addition to the cash and invested deposits above, the ICE Clearing Houses have also received other assets from Members, which include government obligations, and may include other non-cash collateral such as letters of credit at ICE NGX, European emission allowance certificates or gold at ICE Clear Europe, to mitigate credit risk. For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate. These other deposits are not reflected in our consolidated balance sheets as the risks and rewards of these assets remain with the Members unless the clearing houses have sold or re-pledged the assets or in the event of a clearing member default, where the Member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the Members. The ICE Clearing Houses do not, in the ordinary course, rehypothecate or re-pledge these assets. These pledged assets are not reflected in our balance sheets, and are as follows (in millions):

As of March 31, 2025
ICE Clear EuropeICE Clear CreditICE Clear U.S.ICE NGXTotal
Original margin:
Government securities at face value$36,402$35,589$14,603$—$86,594
Letters of credit———3,3603,360
Emissions certificates at fair value819———819
ICE NGX cash deposits———862862
Total$37,221$35,589$14,603$4,222$91,635
Guaranty fund:
Government securities at face value$702$1,843$269$—$2,814
As of December 31, 2024
ICE Clear EuropeICE Clear CreditICE Clear U.S.ICE NGXTotal
Original margin:
Government securities at face value$33,884$31,590$15,186$—$80,660
Letters of credit———4,3914,391
Emissions certificates at fair value585———585
ICE NGX cash deposits———723723
Total$34,469$31,590$15,186$5,114$86,359
Guaranty fund:
Government securities at face value$747$1,389$281$—$2,417

ICE NGX

ICE NGX owns a clearing house which administers the physical delivery of energy and environmental trading contracts. ICE NGX is the central counterparty to Members on opposite sides of its physically-settled contracts, and the balance related to delivered but unpaid contracts is recorded as a delivery contract net receivable, with an offsetting delivery contract net payable in our balance sheets. Unsettled variation margin equal to the fair value of open contracts is recorded as of each balance sheet date. There is no impact on our consolidated statements of income as an equal amount is recognized as both an asset and a liability. ICE NGX marks all of its outstanding physical natural gas, physical environmental and physical power contracts to market daily and requires full collateralization of net accrued variation losses. Due to the highly liquid nature and the short period of time to maturity, the fair values of our delivery contract net payable and net receivable are determined to approximate carrying value.

ICE NGX requires Members to maintain cash or letters of credit to serve as collateral in the event of default. The cash is maintained in a segregated bank account for the benefit of the Member, and remains the property of the Member and, therefore, it is not included in our consolidated balance sheets. ICE NGX maintains a committed daylight-overnight liquidity facility in the amount of $100 million with an additional $200 million uncommitted with a third-party Canadian chartered bank which provides liquidity in the event of a settlement shortfall, subject to certain conditions.

As of March 31, 2025, ICE NGX maintains a guaranty fund of $215 million funded by a $200 million letter of credit issued by a major Canadian chartered bank and backed by default insurance underwritten by Export Development Canada, or EDC, a Crown corporation operated at arm’s length from the Canadian government, plus $15 million held as restricted cash to fund the first loss amount that ICE NGX is responsible for under the default insurance policy. In the event of a participant default where the Member’s collateral is depleted, the shortfall would be covered by a draw down on the letter of credit following which ICE NGX would file a claim under the default insurance to recover additional losses up to $200 million beyond the $15 million first-loss amount that ICE NGX is responsible for under the default insurance policy. ICE NGX has also set aside $30 million of its own capital that could be used for liquidity purposes in the event of a Contracting Party default.

Clearing House Exposure

Each ICE Clearing House bears financial counterparty credit risk and provides a central counterparty guarantee, or performance guarantee, to its Members. In its guarantor role, each ICE Clearing House has equal and offsetting claims to and from Members on opposite sides of each contract, standing as an intermediary on every contract cleared. To reduce their exposure, the ICE Clearing Houses have a risk management program with both initial and ongoing membership standards. The ICE Clearing Houses mark all outstanding contracts to market and, with the exception of ICE NGX, pay and collect variation margin at least once daily.

Excluding the effects of original and variation margin, guaranty fund and collateral requirements and default insurance, the ICE Clearing Houses’ maximum estimated exposure for this guarantee would be the intra-day or full day change in fair value if all Members who have open positions with unrealized losses simultaneously defaulted, which is an extremely unlikely scenario. The levels of original margin are calibrated such that a portfolio the ICE Clearing House may be required to liquidate post Member default can be closed or auctioned without recourse to resources other than those deposited by the defaulting Member, assuming an appropriate risk confidence level and liquidation period. In addition to the base margin model, each ICE Clearing House, depending on its products, employs a number of margin add-ons related to position concentration, clearing member capital, volatility, spread responses, recovery rate sensitivity, jump-to-default, and wrong-way risk.

We also performed calculations to determine the fair value of our counterparty performance guarantee taking into consideration factors such as daily settlement of contracts, margining and collateral requirements, other elements of our risk management program, historical evidence of default payments, and estimated probability of potential default payouts by the ICE Clearing Houses. Based on these analyses, the estimated counterparty performance guarantee liability was determined to be nominal, and no liability was recorded as of March 31, 2025. The ICE Clearing Houses have never experienced an incident of a clearing member default which has required the use of the guaranty funds of non-defaulting clearing members or the assets of the ICE Clearing Houses.

12. Legal Proceedings

In the ordinary course of our business, from time to time we are subject to legal proceedings, lawsuits, government investigations and other claims with respect to a variety of matters. In addition, we are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties, restrictions on our business or other sanctions. We record estimated expenses and reserves for legal or regulatory matters or other claims when these matters present loss contingencies that are probable and the related amount is reasonably estimable and gain contingencies when they become certain. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. While the outcome of legal and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimable, we do not believe that the liabilities, if any, which may ultimately result from the resolution of the various legal and regulatory matters that arise in the ordinary course of our business are likely to have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to these legal and regulatory matters. A range of possible losses related to certain cases cannot be reasonably estimated at this time, except for $19 million of accruals related to regulatory matters, of which $4 million was recorded during the three months ended March 31, 2025. Individual matter disclosures in this Form 10-Q are limited to new significant matters or significant updates on existing matters since the 2024 Form 10-K.

For further information on our legal and regulatory matters, see Note 16 to the consolidated financial statements in Part II, Item 8 of our 2024 Form 10-K.

13. Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Our financial instruments consist primarily of certain short-term and long-term assets and liabilities, customer accounts receivable, margin deposits and guaranty funds, equity and equity method investments, and short-term and long-term debt.

The fair value of our financial instruments is measured based on a three-level hierarchy:

  • Level 1 inputs** — quoted prices for identical assets or liabilities in active markets.

  • Level 2 inputs** — observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.

  • Level 3 inputs** — unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial assets and liabilities recorded or disclosed at fair value in the consolidated balance sheets as of March 31, 2025 and December 31, 2024 were classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

Recurring Fair Value Measurements

Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for our supplemental executive savings plan and our supplemental executive retirement plan. These mutual funds are classified as equity investments and measured at fair value using Level 1 inputs with adjustments recorded in net income.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of March 31, 2025 or December 31, 2024.

See Note 11 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

Non-Recurring Fair Value Measurements

We measure certain assets, such as intangible assets and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of March 31, 2025, none of our intangible assets or equity method investments were required to be recorded at fair value since no impairments were identified. During the three months ended March 31, 2024, with the exception of a $3 million impairment of a developed technology intangible asset within the Exchanges segment, none of our intangible assets or equity method investments were required to be recorded at fair value since no impairments were identified.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASC 321*.* During the three months ended March 31, 2025, no material adjustments were recorded. During the three months ended March 31, 2024, we recorded a fair value loss of $3 million.

Financial Instruments Not Measured at Fair Value

The table below displays the fair value of our debt as of March 31, 2025. The fair values of our fixed rate notes were estimated using Level 2 inputs including quoted market prices for these instruments. The fair value of our commercial paper was estimated using Level 2 inputs. The commercial paper includes a discount and fair value was determined to approximate the carrying value due to the short term to maturity.

As of March 31, 2025
(in millions)
Debt:Carrying AmountFair value
Commercial Paper$433$433
2025 Senior Notes (3.65%; unsecured due May 23, 2025)1,2501,248
2025 Senior Notes (3.75%; unsecured due December 1, 2025)1,2491,244
2027 Senior Notes (4.00%; unsecured due September 15, 2027)1,4931,488
2027 Senior Notes (3.10%; unsecured due September 15, 2027)499486
2028 Senior Notes (3.625%; unsecured due September 1, 2028)941976
2028 Senior Notes (3.75%; unsecured due September 21, 2028)597587
2029 Senior Notes (4.35%; unsecured due June 15, 2029)1,2431,242
2030 Senior Notes (2.10%; unsecured due June 15, 2030)1,2401,107
2031 Senior Notes (5.25%; unsecured due June 15, 2031)744770
2032 Senior Notes (1.85%; unsecured due September 15, 2032)1,4881,220
2033 Senior Notes (4.60%; unsecured due March 15, 2033)1,4901,471
2040 Senior Notes (2.65%; unsecured due September 15, 2040)1,233898
2048 Senior Notes (4.25%; unsecured due September 21, 2048)1,2331,033
2050 Senior Notes (3.00%; unsecured due June 15, 2050)1,223815
2052 Senior Notes (4.95%; unsecured due June 15, 2052)1,4671,362
2060 Senior Notes (3.00%; unsecured due September 15, 2060)1,473911
2062 Senior Notes (5.20%; unsecured due June 15, 2062)985926
Total debt$20,281$18,217

14. Segment Reporting

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.

Our chief operating decision maker, or CODM, is our Chair and Chief Executive Officer. Our CODM uses operating income/(loss) to assess performance and allocate resources for each of our segments, including decisions on product pricing and new products, strategic mergers and acquisitions, marketing costs, capital expenditures, employee headcount and compensation. Our CODM evaluates both budgeted and actual operating income/(loss), and the related growth, when assessing performance and making decisions about allocating resources as described above. The accounting policies of our reportable segments are the same as those described in Note 2 to our consolidated financial statements in our 2024 Form 10-K.

The information and amounts presented in the tables below align with the segment-level information regularly provided to our CODM. 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 significant expense categories are other operating expenses, acquisition-related transaction and integration costs and depreciation and amortization expense. Other operating expenses include the aggregate of compensation and benefits, professional services, technology and communication, rent and occupancy and selling, general and administrative expenses.

Our CODM does not review total assets or statements of income below operating income by segment; therefore, such information is not presented below. Our three segments do not engage in intersegment transactions.

During the three months ended March 31, 2025, we changed the caption of a disaggregated revenue line item in our Fixed Income and Data Services segment previously presented as "Other data and network services" to "Data and network technology" within the tables below. This name change was made to better reflect the nature of the revenues included in this caption and did not impact the measurement or classification of revenue included in this caption.

Financial data for our business segments is as follows for the three months ended March 31, 2025 and 2024 (in millions):

Three Months Ended March 31, 2025
ExchangesFixed Income and Data ServicesMortgage TechnologyConsolidated
Revenues:
Energy futures and options$557$—$—$557
Agricultural and metals futures and options64——64
Financial futures and options156——156
Cash equities and equity options875——875
OTC and other103——103
Data and connectivity services246——246
Listings122——122
Fixed income execution—31—31
CDS clearing—94—94
Fixed income data and analytics—299—299
Data and network technology—172—172
Origination technology——175175
Closing solutions——4747
Servicing software——221221
Data and analytics——6767
Revenues2,1235965103,229
Transaction-based expenses756——756
Revenues, less transaction-based expenses1,3675965102,473
Other operating expenses290277264831
Depreciation and amortization6384242389
Acquisition-related transaction and integration costs1—3132
Operating expenses3543615371,252
Operating income/(loss)$1,013$235$(27)$1,221
Total other income/(expense), net(154)
Income before income tax expense$1,067
Three Months Ended March 31, 2024
ExchangesFixed Income and Data ServicesMortgage TechnologyConsolidated
Revenues:
Energy futures and options$457$—$—$457
Agricultural and metals futures and options72——72
Financial futures and options135——135
Cash equities and equity options610——610
OTC and other103——103
Data and connectivity services235——235
Listings122——122
Fixed income execution—26—26
CDS clearing—93—93
Fixed income data and analytics—288—288
Data and network technology—161—161
Origination technology——174174
Closing solutions——4444
Servicing software——214214
Data and analytics——6767
Revenues1,7345684992,801
Transaction-based expenses511——511
Revenues, less transaction-based expenses1,2235684992,290
Other operating expenses256274280810
Depreciation and amortization7080231381
Acquisition-related transaction and integration costs——3636
Operating expenses3263545471,227
Operating income/(loss)$897$214$(48)$1,063
Total other income/(expense), net(99)
Income before income tax expense$964

No customer accounted for more than 10% of our consolidated revenues, less transaction-based expenses during the three months ended March 31, 2025 or 2024.

15. Earnings Per Common Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the three months ended March 31, 2025 and 2024 (in millions, except per share amounts):

Three Months Ended March 31,
20252024
Basic:
Net income attributable to Intercontinental Exchange, Inc.$797$767
Weighted average common shares outstanding574573
Basic earnings per common share$1.39$1.34
Diluted:
Weighted average common shares outstanding574573
Effect of dilutive securities - stock options and restricted stock32
Diluted weighted average common shares outstanding577575
Diluted earnings per common share$1.38$1.33

Basic earnings per common share is calculated using the weighted average common shares outstanding during the period.

Common equivalent shares from stock options and restricted stock awards, calculated using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive. There were no antidilutive stock options outstanding during the three months ended March 31, 2025, and during the three months ended March 31, 2024, there were 0.4 million outstanding stock options excluded from the computation of diluted earnings per common share because to do so would have had an antidilutive effect.

16. Subsequent Events

We have evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the consolidated financial statements.

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