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Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

ICE - Intercontinental Exchange Inc.

10/30/2025 | Press release | Distributed by Public on 10/30/2025 06:28

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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 presented 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, changes to international trade policies and tariffs, risk of recession, political uncertainty and discord, prolonged U.S. government shutdowns, geopolitical events and conflicts (including the conflicts in Ukraine and the Middle East) and sanctions laws;

•global political conditions;

•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 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 (including from entrants or non-traditional competitors) and consolidation;

•our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;

•the global 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;

•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, including in the event of cyberattacks, cyberterrorism or other disruptions;

•our ability to realize the expected benefits of our acquisitions and our investments, including our acquisition of Black Knight, Inc., or 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, including with regard to our emerging technology initiatives and the use of artificial intelligence in certain of our existing products;

•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;

•the impact of climate change and the impact of, and uncertainty related to, the transition to renewable energy, including regulatory and legislative changes;

•our ability to keep information and data relating to the customers of the users of the software and services provided by our ICE Mortgage Technology business confidential;

•the impacts of a public health emergency or pandemic 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 2024 Form 10-K, as filed with the SEC on February 6, 2025. 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. Our 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. Recent macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, changes in tariffs and trade policies 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, including market volatility during the first nine months of 2025, 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 over the past several years 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 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, changes in tariffs and trade policies, market volatility, prolonged U.S. government shutdowns, geopolitical events and military conflicts and repercussions from, 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.

Tax Policy Changes

On July 4, 2025, the OBBBA was enacted into law. The OBBBA includes significant changes to U.S. federal and international tax provisions. The application of the OBBBA tax provisions did not result in material changes to our total effective tax rate for the nine and three months ended September 30, 2025. The composition of the income tax provision, however, reflects a decrease in current income tax expenses, offset by an increase in deferred income tax expenses, primarily due to immediate expensing of current year domestic research and development costs and certain capital expenditures, and an election to accelerate deductions of previously capitalized domestic R&D expenditures under the OBBBA. We intend to make certain elections under the OBBBA based on the best available information and have reflected the impact of these elections in our financial statements for the nine and three months ended September 30, 2025. We will continue to evaluate the impact of these and any alternative elections as additional information becomes available.

Regulation

Our activities and the markets in which we operate are subject to regulations that impact us as well as our customers, and, in turn, meaningfully influence our activities, the manner in which we operate and our strategy. We are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., EU, Canada, Singapore and Abu Dhabi. Failure to satisfy regulatory requirements can or may give rise to sanctions by the applicable regulator.

Global policy makers have undertaken reviews of their existing legal frameworks 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 2024 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:

•EU Benchmarks Regulation. In May 2025, the amended EU Benchmarks Regulation was published in the Official Journal of the EU and will be effective on January 1, 2026. Key changes include reducing the scope to only include benchmarks defined as critical or significant, EU Paris-aligned benchmarks, EU Climate Transition benchmarks and certain commodity benchmarks. ICE Benchmark Administration and ICE Data Indices are seeking recognition from the European Securities and Markets Authority, or ESMA, as a third-country benchmark administrator to continue to offer their benchmarks into the EU.

•Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants.In January 2025, the European Commission adopted a new equivalence decision that allows continued access by EU firms to clear trades at U.K. central counterparties until June 30, 2028. Subsequently, in March 2025, ESMA extended the tiering determination and recognition decisions for ICE Clear Europe until June 30, 2028, which allows continued access for EU firms to clear trades at ICE Clear Europe.

•Executive Order Protecting American Energy. In April 2025, President Trump signed an Executive Order aimed at securing U.S. energy dominance which requires the U.S. Attorney General to identify state and local regulations which are unconstitutional or pre-empted by federal law and burden the development and production of energy resources. Further, the Executive Order directs the Attorney General to identify state laws addressing climate change or involving carbon or greenhouse gas initiatives. If the Attorney General identifies state climate change-related programs and is successful in a legal challenge which results in overturning these state laws, certain environmental markets based on state compliance markets traded at ICE Futures U.S. and cleared at ICE Clear Europe could be impacted. We are monitoring the developments of this Executive Order and any impact on our markets.

•EMIR 3.0. In June 2025, ESMA released its final report on the Regulatory Technical Standards for the Active Account Requirement under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0. The Active Account Requirement mandates EU market participants to establish accounts for euro-denominated short-term interest rate derivatives at an EU central counterparty and clear a certain number of trades in an EU account. The Active Account Requirement could result in a reduced volume of trading and clearing of euro-denominated short-term interest rate derivatives at ICE Futures Europe and ICE Clear Europe.

•EU Sanctions Against Russia.In July 2025, the EU approved additional sanctions against Russia including the prohibition on importing Russian petroleum refined in other countries. This restriction may impact the Low Sulphur Gasoil contract traded at ICE Futures Europe and cleared at ICE Clear Europe. We are monitoring the developments of the additional sanctions and any impact on our markets.

Consolidated Financial Highlights

The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts).

(1) Operating income/(loss) from our Mortgage Technology segment was $6 million and $(134) million for the nine months ended September 30, 2025 and 2024, 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,
	2025			2024			Change		2025			2024			Change
Revenues, less transaction-based expenses	$	7,427		$	6,956		7	%	$	2,411		$	2,349		3	%
Recurring revenues(1)	$	3,767		$	3,614		4	%	$	1,275		$	1,212		5	%
Transaction revenues, net(1)	$	3,660		$	3,342		10	%	$	1,136		$	1,137		-	%
Operating expenses	$	3,735		$	3,724		-	%	$	1,237		$	1,246		(1)	%
Adjusted operating expenses(2)	$	2,928		$	2,837		3	%	$	981		$	960		2	%
Operating income	$	3,692		$	3,232		14	%	$	1,174		$	1,103		6	%
Adjusted operating income(2)	$	4,499		$	4,119		9	%	$	1,430		$	1,389		3	%
Operating margin	50		%	46		%	4 pts		49		%	47		%	2 pts
Adjusted operating margin(2)	61		%	59		%	2 pts		59		%	59		%	-
Other income/(expense), net	$	(412)		$	(509)		(19)	%	$	(93)		$	(205)		(54)	%
Income tax expense	$	772		$	630		23	%	$	250		$	227		10	%
Effective tax rate	24		%	23		%	1 pts		23		%	25		%	(2 pts)
Net income attributable to ICE	$	2,464		$	2,056		20	%	$	816		$	657		24	%
Adjusted net income attributable to ICE(2)	$	3,018		$	2,622		15	%	$	980		$	894		10	%
Diluted earnings per share attributable to ICE common stockholders	$	4.28		$	3.57		20	%	$	1.42		$	1.14		25	%
Adjusted diluted earnings per share attributable to ICE common stockholders(2)	$	5.24		$	4.55		15	%	$	1.71		$	1.55		10	%
Cash flows from operating activities	$	3,387		$	3,103		9	%
Free cash flow(3)	$	2,862		$	2,627		9	%
Adjusted free cash flow(3)	$	3,178		$	2,631		21	%

(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. Management evaluates recurring revenues and transaction revenues, net, when making financial and operating decisions and believes they are a useful metric in evaluating our business performance. The definitions of recurring revenues and transaction revenues are not uniform, and therefore the revenues we consider recurring versus transaction may differ from those of other companies. Recurring and transaction revenues are operating metrics and do not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

(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 $471 million and $62 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. 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, 2025 includes $30 million and $17 million, respectively, in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2024.

•Operating expenses increased $11 million and decreased $9 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The change in operating expenses during the nine and three months ended September 30, 2025 includes $9 million and $4 million, respectively, in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2024.

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;

•emerging technology initiatives and offerings in our markets, including the use of artificial intelligence and machine learning;

•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 2024 Form 10-K.

Segment Results

Our business is conducted through three reportable business segments:

•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):

(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,
	2025		2024		Change*		2025		2024		Change*
Revenues:
Energy futures and options	$	1,634	$	1,399	17	%	$	482	$	473	2	%
Agricultural and metals futures and options	180		203		(11)		51		60		(13)
Financial futures and options	453		408		11		139		141		(2)
Futures and options	2,267		2,010		13		672		674		-
Cash equities and equity options	2,418		2,092		16		701		791		(11)
OTC and other	298		313		(5)		99		109		(10)
Transaction and clearing, net	4,983		4,415		13		1,472		1,574		(7)
Data and connectivity services	765		717		7		264		242		9
Listings	370		366		1		125		122		2
Revenues	6,118		5,498		11		1,861		1,938		(4)
Transaction-based expenses(1)	2,071		1,775		17		596		684		(13)
Revenues, less transaction-based expenses	4,047		3,723		9		1,265		1,254		1
Other operating expenses	872		792		10		293		242		21
Depreciation and amortization	191		197		(3)		64		65		(1)
Acquisition-related transaction and integration costs	1		-		n/a		-		-		n/a
Operating expenses	1,064		989		8		357		307		17
Operating income	$	2,983	$	2,734	9	%	$	908	$	947	(4)	%

Recurring revenues	$	1,135	$	1,083	5	%	$	389	$	364	7	%
Transaction revenues, net	$	2,912	$	2,640	10	%	$	876	$	890	(1)	%

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

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

Exchanges Revenues

Our Exchanges segment includes transaction and clearing revenues from our futures and NYSE exchanges, related data and connectivity services, and our listings business. Transaction and clearing revenues consist of fees collected from derivatives, cash equities and equity options trading and derivatives clearing, and are reported on a net basis, except for the NYSE transaction-based expenses discussed below. Rates per-contract, or RPC, are driven by the number of contracts or securities traded and the fees charged per contract, net of certain rebates. Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions.

Transaction and clearing revenues are generally assessed on a per-contract basis and revenues and profitability fluctuate with changes in contract volume and product mix. We consider data and connectivity services revenues and listings revenues to be recurring revenues. Our data and connectivity services revenues are recurring subscription fees related to the various data and connectivity services that we provide which are directly attributable to our exchange venues. Our listings revenues are also recurring subscription fees that we earn for the provision of NYSE listings services for public companies and exchange-traded funds, or ETFs, and related corporate actions for listed companies.

For the nine and three months ended September 30, 2025, 24% and 22%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. 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. 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 $25 million and $14 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024.

Our Exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.2 billion and $936 million for the nine months ended September 30, 2025 and 2024, respectively, and $372 million and $320 million for the three months ended September 30, 2025 and 2024, 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 months ended September 30, 2025 was primarily due to higher volumes traded as compared to the comparable period in 2024. The increase in rebates for the three months ended September 30, 2025 was primarily due to higher volumes traded in certain asset classes as compared to the comparable period in 2024.

•Energy Futures and Options: Total volumes in our energy futures and options markets increased 16% and decreased 2% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 and revenues increased 17% and 2% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024.

-Oil futures and options volume increased 14% and decreased 7% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The overall decrease in oil volumes in the third quarter of 2025 was due to lower overall volatility compared to the prior year period.

-Global natural gas futures and options volume increased 19% and 8% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The volume increase in our North American gas products was driven by higher overall volatility related to geopolitical tensions. In addition, continued growth in our TTF complex was, in part, driven by supply disruption risks and geopolitical uncertainty.

-Environmentals and other futures and options volume increased 11% and 2% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, primarily due to higher power volumes compared to the prior year periods.

•Agricultural and Metals Futures and Options: Total volumes in our agricultural and metals futures and options markets decreased 10% and 8% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, and revenues decreased 11% and 13% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024.

-Sugar futures and options volumes increased 2% and decreased 14% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The decrease in volumes during the three months ended September 30, 2025 was primarily due to geopolitical risk impacting our sugar markets.

-Other agricultural and metal futures and options volume decreased 18% and 2% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, primarily driven by geopolitical risks and shifting demand impacting our coffee and cocoa markets.

•Financial Futures and Options: Total volumes in our financial futures and options markets increased 20% and 4% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 and revenues increased 11% and decreased 2% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024.

-Interest rate futures and options volume increased 23% and 6% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 and revenues increased 14% and were flat for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, driven by volatility related to divergence of rate paths by central banks and ongoing trade policy uncertainty.

-Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity indices, U.S. Dollar Index and foreign exchange products, decreased 3% and 14%for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 and revenue increased 3% and decreased 6% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The overall decrease in other financial futures and options volumes was primarily due to lower equity market volatility in the third quarter compared to the prior year period.

•Cash Equities and Equity Options: Cash equities volume increased 39% and 48% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, primarily due to higher industry volumes driven by geopolitical risks and higher retail participation. Cash equities revenues, net of transaction-based expenses, were $233 million and $228 million for the nine months ended September 30, 2025 and 2024, respectively, and $69 million and $77 million for the three months ended September 30, 2025 and 2024, respectively. During the three months ended September 30, 2025, higher industry volumes were more than offset by lower overall matched

market share and lower capture rate. Equity options volume increased 7% and 9% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, driven by higher industry volumes.

Equity options revenues, net of transaction-based expenses, were $114 million and $89 million for the nine months ended September 30, 2025 and 2024, respectively, and $36 million and $30 million for the three months ended September 30, 2025 and 2024, 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 decreased 5% and 10% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 primarily due to lower net interest income on collateral balances.

•Data and Connectivity Services:Our data and connectivity services revenues increased 7% and 9% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. 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, NYSE Arca and NYSE Texas, 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 increased 1% and 2% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, primarily due to new listings. 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


	Nine Months Ended September 30,						Three Months Ended September 30,
	2025		2024		Change		2025		2024		Change
Number of contracts traded (in millions):
Energy futures and options	945		817		16	%	271		276		(2)	%
Agricultural and metals futures and options	82		90		(10)		25		26		(8)
Financial futures and options	734		615		20		222		215		4
Total	1,761		1,522		16	%	518		517		-	%
Average daily volume of contracts traded (in thousands):
Energy futures and options	5,052		4,344		16	%	4,239		4,310		(2)	%
Agricultural and metals futures and options	437		481		(9)		382		413		(8)
Financial futures and options	3,835		3,194		20		3,380		3,264		4
Total	9,324		8,019		16	%	8,001		7,987		-	%
Rate per contract:
Energy futures and options	$	1.73	$	1.71	1	%	$	1.78	$	1.71	4	%
Agricultural and metals futures and options	$	2.21	$	2.24	(1)	%	$	2.12	$	2.25	(6)	%
Financial futures and options	$	0.61	$	0.66	(7)	%	$	0.62	$	0.65	(5)	%

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 is also a measure that we believe is useful for management and investors in understanding future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange. The following charts and table present our quarter-end open interest for our futures and options contracts (in thousands, except for percentages):

Open Interest


	As of September 30,
	2025	2024	Change
Open interest - in thousands of contracts:
Energy futures and options	63,695	58,725	8	%
Agricultural and metals futures and options	3,380	3,908	(14)
Financial futures and options	35,040	26,120	34
Total	102,115	88,753	15	%

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:


	Nine Months Ended September 30,						Three Months Ended September 30,
	2025		2024		Change		2025		2024		Change
NYSE cash equities (shares in millions):
Total cash handled volume (ADV)	3,333		2,405		39	%	3,395		2,291		48	%
Total cash market share matched	19.0	%	20.3	%	(1.3 pts)		18.9	%	19.6	%	(0.7 pt)
NYSE equity options (contracts in thousands):
NYSE equity options volume (ADV)	10,204		9,499		7	%	10,682		9,757		9	%
Total equity options volume (ADV)	53,989		43,279		25	%	55,840		44,451		26	%
NYSE share of total equity options	18.9	%	21.9	%	(3.0 pts)		19.1	%	22.0	%	(2.9 pts)
Revenue capture or rate per contract:
Cash equities rate per contract (per 100 shares)	$0.038		$0.051		(25)	%	$0.032		$0.052		(39)	%
Equity options rate per contract	$0.06		$0.05		20	%	$0.05		$0.05		7	%

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 exchanges 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 exchanges 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 $412 million and $437 million for the nine months ended September 30, 2025 and 2024, respectively. In May 2025, the SEC announced that it had ceased collecting Section 31 fees from self-regulatory organizations due to the expectation that the entire fiscal year 2025 appropriation would be collected before the date of the announcement. As a result, we did not incur any Section 31 fees for the three months ended September 30, 2025. Section 31 fees for the three months ended September 30, 2024 were $232 million. The decrease in Section 31 fees during the nine and three months ended September 30, 2025 was primarily due to lower rates partially offset by an increase in volumes. 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. There were no Section 31 fees payable as of September 30, 2025.

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 exchanges revenue. Cash liquidity payments, routing and clearing fees were $1.7 billion and $1.3 billion for the nine months ended September 30, 2025 and 2024, respectively, and $596 million and $452 million for the three months ended September 30, 2025 and 2024, 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,
	2025			2024			Change		2025			2024			Change
Operating expenses	$	1,064		$	989		8	%	$	357		$	307		17	%
Adjusted operating expenses(1)	$	1,012		$	927		9	%	$	341		$	309		10	%
Operating income	$	2,983		$	2,734		9	%	$	908		$	947		(4)	%
Adjusted operating income(1)	$	3,035		$	2,796		9	%	$	924		$	945		(2)	%
Operating margin	74		%	73		%	1 pt		72		%	76		%	(4 pts)
Adjusted operating margin(1)	75		%	75		%	-		73		%	75		%	(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):

(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,
	2025		2024		Change*		2025		2024		Change*
Revenues:
Fixed income execution	$	96	$	84	13	%	$	33	$	28	15	%
CDS clearing	266		268		-		90		97		(7)
Fixed income data and analytics	916		876		5		311		295		5
Fixed income and credit	1,278		1,228		4		434		420		3
Data and network technology	533		491		9		184		166		11
Revenues	1,811		1,719		5		618		586		5
Other operating expenses	850		844		1		286		294		(3)
Depreciation and amortization	256		243		6		86		82		6
Acquisition-related transaction and integration costs	2		-		n/a		2		-		n/a
Operating expenses	1,108		1,087		2		374		376		-
Operating income	$	703	$	632	11	%	$	244	$	210	16	%

Recurring revenues	$	1,449	$	1,367	6	%	$	495	$	461	7	%
Transaction revenues	$	362	$	352	3	%	$	123	$	125	(2)	%

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

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

During the nine months ended September 30, 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 table above. 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.

For both the nine and three months ended September 30, 2025, 10% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros. 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. 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 $5 million and $3 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024.

Fixed Income and Data Services Revenues

Our Fixed Income and Data Services revenues increased 5% for both the nine and three months ended September 30, 2025, from the comparable periods in 2024, primarily due to strength in our fixed income data and analytics products and our data and network technology.

•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $7 million and $3 million for the nine and three months ended September 30, 2025, respectively, and $5 million and $2 million for the nine and three months ended September 30, 2024, respectively. Our fixed income execution revenues increased 13% and 15% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 driven by market volatility related to geopolitical and macroeconomic uncertainty, as well as continued expansion of platform functionality and across institutional and wealth networks.

•CDS Clearing: CDS clearing revenues were flat and decreased 7% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. Clearing fees are reported net of rebates, which were $5 million and $3 million for the nine and three months ended September 30, 2025, respectively. The notional value of CDS cleared was $19.7 trillion and $15.7 trillion for the nine months ended September 30, 2025 and 2024, respectively, and $7.0 trillion and $6.6 trillion for the three months ended September 30, 2025 and 2024, respectively. The decrease in revenues during the three months ended September 30, 2025 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% for both the nine and three months ended September 30, 2025, from the comparable periods in 2024 due to growth in our pricing and reference data business and strength in our index business.

•Data and Network Technology: Our data and network technology revenues increased 9% and 11% for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, driven by growth in our ICE Global Network offering, coupled with strength in our consolidated feeds, desktop and derivative analytics 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 Data and Network Technology, 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, 2025, ASV was $1.955 billion, which increased 6.8% compared to the ASV as of September 30, 2024. 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,
	2025			2024			Change		2025			2024			Change
Operating expenses	$	1,108		$	1,087		2	%	$	374		$	376		-	%
Adjusted operating expenses(1)	$	995		$	943		6	%	$	336		$	323		5	%
Operating income	$	703		$	632		11	%	$	244		$	210		16	%
Adjusted operating income(1)	$	816		$	776		5	%	$	282		$	263		6	%
Operating margin	39		%	37		%	2 pts		39		%	36		%	3 pts
Adjusted operating margin(1)	45		%	45		%	-		45		%	45		%	-

(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):


	Nine Months Ended September 30,						Three Months Ended September 30,
	2025		2024		Change*		2025		2024		Change*
Revenues:
Origination technology	$	550	$	536	3	%	$	188	$	182	3	%
Closing solutions	163		150		9		58		54		8
Servicing software	657		635		3		216		209		3
Data and analytics	199		193		3		66		64		4
Revenues	1,569		1,514		4		528		509		4
Other operating expenses	791		852		(7)		262		287		(9)
Depreciation and amortization	724		708		2		237		239		(1)
Acquisition-related transaction and integration costs	48		88		(46)		7		37		(83)
Operating expenses	1,563		1,648		(5)		506		563		(10)
Operating income/(loss)	$	6	$	(134)	n/a		$	22	$	(54)	n/a

Recurring revenues	$	1,183	$	1,164	2	%	$	391	$	387	1	%
Transaction revenues	$	386	$	350	10	%	$	137	$	122	12	%

*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 4% for both the nine and three months ended September 30, 2025, from the comparable periods in 2024.

•Origination technology:Our origination technology revenues increased 3% for both the nine and three months ended September 30, 2025, from the comparable periods in 2024, driven by Encompass and Encompass Network revenues. 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 9% and 8% during the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, driven by 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 3% for both the nine and three months ended September 30, 2025, from the comparable periods in 2024, driven by MSP and default management revenues. 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. Revenues from servicing solutions are largely subscription-based and recurring in nature based on number of loans serviced.

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. Revenues from default servicing solutions are largely transaction-based and are based on foreclosure volume.

•Data and analytics: Our Data and Analytics revenues increased 3% and 4% during the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024, driven by continued adoption of data solutions and increased purchases by existing customers. Data and Analytics 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 de-identified mortgage origination data 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.

Our data and analytics offerings include property ownership data, lien data, servicing data, automated valuation models and collateral risk scores, among others, provided to clients in the mortgage, real estate and capital markets verticals.

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

The following chart summarizes our Mortgage Technology segment's operating expenses, operating income/(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,
	2025			2024			Change*		2025			2024			Change*
Operating expenses	$	1,563		$	1,648		(5)	%	$	506		$	563		(10)	%
Adjusted operating expenses(1)	$	921		$	967		(5)	%	$	304		$	328		(8)	%
Operating income/(loss)	$	6		$	(134)		n/a		$	22		$	(54)		n/a
Adjusted operating income(1)	$	648		$	547		19	%	$	224		$	181		25	%
Operating margin	-		%	(9)		%	9 pts		4		%	(11)		%	15 pts
Adjusted operating margin(1)	41		%	36		%	5 pts		42		%	35		%	7 pts

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

Consolidated Operating Expenses

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


	Nine Months Ended September 30,						Three Months Ended September 30,
	2025		2024		Change		2025		2024		Change
Compensation and benefits	$	1,463	$	1,422	3	%	$	483	$	487	(1)	%
Professional services	120		114		5		39		40		(4)
Acquisition-related transaction and integration costs	51		88		(42)		9		37		(78)
Technology and communication	647		631		3		219		212		4
Rent and occupancy	64		89		(28)		23		30		(23)
Selling, general and administrative	219		232		(6)		77		54		41
Depreciation and amortization	1,171		1,148		2		387		386		-
Total operating expenses	$	3,735	$	3,724	-	%	$	1,237	$	1,246	(1)	%

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.

During the nine months ended September 30, 2025 and 2024, 9% and 7%, respectively, of our operating expenses were billed in pounds sterling or euros. During the three months ended September 30, 2025 and 2024, 9% and 8%,

respectively, of our operating expenses were billed in pounds sterling or euros. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were higher by $9 million and $4 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024.

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,
	2025		2024		Change		2025		2024		Change
Employee headcount	12,844		12,900		-	%
Stock-based compensation expenses	$	156	$	157	(1)	%	$	50	$	53	(6)	%

Employee headcount slightly decreased from the comparable period in 2024 primarily due to headcount reductions in conjunction with realizing synergies from the Black Knight acquisition. Compensation and benefits expense increased $41 million and decreased $4 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The decrease in expenses for the three months ended September 30, 2025 was primarily due to higher capitalized labor, partially offset by increases in merit and commission-based pay, and increased retirement benefits activity. The increase in expenses for the nine months ended September 30, 2025 was primarily due to the impact of merit-related pay increases, increased medical claim activity, an increase in our bonus accrual, and the impact of integrating Black Knight employees into our compensation and benefit plans, 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 $6 million and decreased $1 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The increase in expenses for the nine months ended September 30, 2025 was primarily due to increases in NYSE regulatory consulting fees and higher general legal expenses on certain corporate matters.

Acquisition-Related Transaction and Integration Costs

We incurred $51 million and $88 million in acquisition-related transaction and integration costs during the nine months ended September 30, 2025 and 2024, respectively, and $9 million and $37 million during the three months ended September 30, 2025 and 2024, respectively, primarily due to integration costs related to Black Knight.

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 for network connections for our electronic platforms and telecommunications costs.

Technology and communication expenses also include 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 $16 million and $7 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 primarily due to increases in hosting, security and customer network costs, combined with an increase in our revenue share license expenses. This was partially offset by a decrease in data services costs.

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 decreased $25 million and $7 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024 primarily due to duplicate rent during the consolidation of, and exit from, certain of our London and New York leased offices in 2024.

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 decreased $13 million and increased $23 million for the nine and three months ended September 30, 2025, respectively, from the comparable periods in 2024. The decrease for the nine months ended September 30, 2025 was primarily due to $30 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024, partially offset by $20 million of insurance proceeds received for the matter during the three months ended September 30, 2024. The increase for the three months ended September 30, 2025 was primarily due to the $20 million of insurance proceeds described above, partially offset by an accrual related to a regulatory matter impacting only the nine and three months ended September 30, 2024. The remaining change was due to increased customer acquisition costs at NYSE.

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 also 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 $756 million and $759 million for the nine months ended September 30, 2025 and 2024, respectively, and $250 million and $253 million for the three months ended September 30, 2025 and 2024, respectively. Amortization expense during the nine months ended September 30, 2024 includes a $3 million impairment of a developed technology intangible asset.

We recorded depreciation expenses on our fixed assets of $415 million and $389 million for the nine months ended September 30, 2025 and 2024, respectively, and $137 million and $133 million for the three months ended September 30, 2025 and 2024, respectively. This change was primarily due to increases in internally developed software assets, partially offset by lower depreciation of computer and network equipment.

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,
	2025		2024		Change		2025		2024		Change*
Other income/(expense):
Interest income	$	92	$	105	(12)	%	$	28	$	39	(29)	%
Interest expense	(599)		(697)		(14)		(192)		(223)		(14)
Other income/(expense), net	95		83		15		71		(21)		n/a
Total other income/(expense), net	$	(412)	$	(509)	(19)	%	$	(93)	$	(205)	(54)	%
Net income attributable to non-controlling interests	$	(44)	$	(37)	19	%	$	(15)	$	(14)	8	%

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

Interest Income

Interest income decreased during the nine months ended September 30, 2025 from the same period in 2024 primarily due to lower interest rates. Interest income decreased during the three months ended September 30, 2025 from the same period in 2024 primarily due to decreased investment balances from the net proceeds of the 2031 Notes (as defined under "-Debt", below).

•During the nine months ended September 30, 2025, we earned $10 million in interest income on short term investments related to $500 million of the net proceeds from the 2031 Notes which we used to repay a portion of the aggregate principal amount of the 2025 Notes (as defined under "-Debt", below) at their maturity. The short term investments matured in May 2025 in conjunction with the maturity of the 2025 Notes, so no interest income was earned for the three months ended September 30, 2025. During the nine and three months ended September 30, 2024, we earned $10 million and $7 million, respectively, in interest income on these short term investments.

•Our clearing houses earned interest income of $61 million and $21 million during the nine and three months ended September 30, 2025, respectively, compared to $72 million and $25 million during the nine and three months ended September 30, 2024, respectively.

•The remainder of our interest income primarily relates to interest earned on various unrestricted and restricted cash balances held within our group entities.

Interest Expense

The decrease in interest expense during the nine and three months ended September 30, 2025 from the comparable periods in 2024 primarily relates to decreased borrowings as we continued to pay down debt following the Black Knight acquisition.

•Interest expense incurred on our senior notes was $565 million and $182 million during the nine and three months ended September 30, 2025, and $567 million and $194 million during the nine and three months ended September 30, 2024. The decrease for the nine and three months ended September 30, 2025 was due to decreased interest incurred on the 2025 Notes that matured in May 2025, partially offset by interest incurred on the 2031 Notes issued in May 2024.

•Interest expense incurred on borrowings under our Commercial Paper program was $23 million and $6 million during the nine and three months ended September 30, 2025, and $79 million and $24 million during the nine and three months ended September 30, 2024. The decrease was primarily due to lower outstanding commercial paper borrowings during the period.

•We previously had a term loan that we fully repaid in the second quarter of 2024, therefore, we did not incur any interest expense on the term loan during the nine and three months ended September 30, 2025. We incurred $39 million of interest expense under our term loan obligations during the nine months ended September 30, 2024, none of which was incurred in the three months ended September 30, 2024.

•The remainder primarily relates to the interest incurred on maintaining our Credit Facility and other facilities within our group entities.

Other Income/(Expense), net

Equity and Equity Method Investments

Our equity method investments include OCC and Bakkt, among others. During the nine months ended September 30, 2025 and 2024, we recognized $75 million of our share of estimated equity method investment income, net, and $63 million of our share of estimated equity method investment losses, net, respectively. During the three months ended September 30, 2025 and 2024, we recognized $40 million of our share of estimated equity method investment income, net, and $18 million of our share of estimated equity method investment losses, net, respectively.

The estimated income for the nine and three months ended September 30, 2025 is primarily related to our share of net income of OCC. The estimated losses for the nine and three months ended September 30, 2024 is primarily related to our investment in Bakkt, partially offset by our share of net income of OCC. Both the nine month periods ended September 30, 2025 and 2024 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, 2025, we recorded $35 million and $33 million, respectively, of fair value gains on our investments related to identifying observable price changes in our investments and equity investments measured using the NAV practical expedient. 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.

Legal & Regulatory

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

Other

We incurred foreign currency transaction losses of $15 million and $12 million for the nine months ended September 30, 2025 and 2024, respectively, and $2 million and $5 million for the three months ended September 30, 2025 and 2024, 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, 2025, 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.

As of September 30, 2025, we also had a redeemable non-controlling interest, reflected in temporary equity within our consolidated balance sheet, related to a put right held by non-ICE members to require us to purchase their interests in an entity acquired by us in 2024.

Consolidated Income Tax Provision

Consolidated income tax expense was $772 million and $630 million for the nine months ended September 30, 2025 and 2024, respectively, and $250 million and $227 million for the three months ended September 30, 2025 and 2024, 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 24% and 23% during the nine months ended September 30, 2025 and 2024, respectively, and 23% and 25% during the three months ended September 30, 2025 and 2024, respectively. The effective tax rate for the nine months ended September 30, 2025 was higher than the effective tax rate for the comparable period in 2024 primarily due to a deferred tax expense increase from state apportionment changes, partially offset by reductions of unrecognized tax benefits resulting from favorable audit settlements in the current period. The effective tax rate for the three months ended September 30, 2025 was lower than the effective tax rate for the comparable period in 2024 primarily due to reductions of unrecognized tax benefits resulting from favorable audit settlements with certain taxing authorities, partially offset by a deferred tax expense increase from state apportionment changes in the current period.

Our unrecognized tax benefit as of September 30, 2025 was $233 million, a $41 million net decrease from the $274 million as of December 31, 2024. The net decrease includes a $15 million increase related to current year positions, a $2 million increase related to prior year positions, and a $58 million reduction related to prior year positions.

On July 4, 2025, the OBBBA was enacted into law. The OBBBA includes significant changes to U.S. federal and international tax provisions. The application of the OBBBA tax provisions did not result in material changes to our total effective tax rate for the nine and three months ended September 30, 2025. The composition of the income tax provision, however, reflects a decrease in current income tax expenses, offset by an increase in deferred income tax expenses, primarily resulting from timing differences between the recognition of expenses for financial reporting and income tax purposes. The decrease in current income tax expenses is primarily due to immediate expensing of current year domestic research and development, or R&D, costs and certain capital expenditures, and an election to accelerate deductions of previously capitalized domestic R&D expenditures under the OBBBA. We intend to make certain elections under the OBBBA based on the best available information and have reflected the impact of these elections in our financial statements for the nine and three months ended September 30, 2025. We will continue to evaluate the impact of these and any alternative elections as additional information becomes available.

The OECD Pillar Two 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 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 September 30, 2025.

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, 2025 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):


	Nine Months Ended September 30, 2025						Three Months Ended September 30, 2025
	Pound Sterling			Euro			Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	1.3150			1.1186			1.3488			1.1689
Average exchange rate to the U.S. dollar in the same period in the prior year	1.2771			1.0872			1.3007			1.0991
Average exchange rate increase	3		%	3		%	4		%	6		%
Foreign denominated percentage of:
Exchanges segment revenues, less transaction-based expenses	11		%	13		%	10		%	12		%
Fixed income and data services segment revenues	5		%	5		%	5		%	5		%
Mortgage technology segment revenues	-		%	-		%	-		%	-		%
Revenues, less transaction-based expenses	7		%	8		%	7		%	8		%
Operating expenses	7		%	2		%	7		%	2		%
Operating income	8		%	15		%	7		%	14		%
Impact of the currency fluctuations(1) on:
Exchanges segment revenues, less transaction-based expenses	$	12		$	13		$	5		$	9
Fixed income and data services segment revenues	3			2			1			2
Mortgage technology segment revenues	-			-			-			-
Total revenues, less transaction-based expenses	$	15		$	15		$	6		$	11
Operating expenses	$	7		$	2		$	3		$	1
Operating income	$	8		$	13		$	3		$	10

(1) Represents the impact of currency fluctuation for the nine and three months ended September 30, 2025 compared to the same periods in the prior year.

During both the nine months ended September 30, 2025 and 2024, 15% of our consolidated revenues, less transaction-based expenses were denominated in pounds sterling or euros. During the three months ended September 30, 2025 and

2024, 15% and 14%, respectively, of our consolidated revenues, less transaction-based expenses were denominated in pounds sterling or euros.

During the nine months ended September 30, 2025 and 2024, 9% and 7%, respectively, of our consolidated operating expenses were denominated in pounds sterling or euros. During the three months ended September 30, 2025 and 2024, 9% and 8%, respectively, 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, if any, cash paid for equity and equity method investments and acquisition-related transaction and integration costs in each period.

We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities. Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends and the development of our technology platforms. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also 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 $850 million and $844 million as of September 30, 2025 and December 31, 2024, respectively. We had $1.4 billion and $1.5 billion in short-term and long-term restricted cash and cash equivalents as of September 30, 2025 and December 31, 2024, respectively. We had $376 million and $596 million in short-term and long-term restricted investments as of September 30, 2025 and December 31, 2024, respectively. We had $83.6 billion and $82.1 billion of cash and cash equivalent margin deposits and guaranty funds as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, the amount of unrestricted cash held by our non-U.S. subsidiaries was $416 million. Due to the application of Global Intangible Low-Taxed Income as of January 1, 2018, the majority of our foreign earnings for the period from January 1, 2018 through 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 made and intend to apply the high tax exception to Global Intangible Low-Taxed Income in 2023, 2024 and 2025, thus the majority of our foreign earnings in 2023, 2024 and 2025 are not expected to be subject to immediate U.S. income taxation. These foreign earnings can generally be distributed to the U.S. with no material additional 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, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds (in millions):


	Nine Months Ended September 30,
	2025		2024
Net cash provided by/(used in):
Operating activities	$	3,387	$	3,103
Investing activities	(1,167)		(1)
Financing activities	(932)		(2,717)
Effect of exchange rate changes	30		7
Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds	$	1,318	$	392

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 $284 million increase in net cash provided by operating activities during the nine months ended September 30, 2025 from the comparable period in 2024 was primarily driven by the following:

•An increase in net income of $415 million which was primarily driven by higher Exchange segment revenues partially offset by the $160 million gain related to the PennyMac arbitration final award payment recorded during the nine months ended September 30, 2024;

•An increase in non-cash adjustments to net income of $127 million primarily due to the deferred tax expense incurred during the nine months ended September 30, 2025 from the application of the OBBBA tax provisions compared to the deferred tax benefit incurred during the nine months ended September 30, 2024 and an increase in depreciation and amortization. This was partially offset by our share of net income from OCC during the nine months ended September 30, 2025 compared to our share of net losses primarily driven by Bakkt during the nine months ended September 30, 2024; and

•A decrease in changes in working capital accounts of $258 million primarily due to timing of payments and cash receipts.

Investing Activities

The $1.2 billion increase in cash used in investing activities during the nine months ended September 30, 2025 from the comparable period in 2024 was primarily driven by the following:

•During the nine months ended September 30, 2025, we had net purchases of $827 million of invested margin deposits compared to net proceeds of $230 million during the nine months ended September 30, 2024. These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management;

•We received $75 million from the sale of a promissory note during the nine months ended September 30, 2024;

•Capital expenditures and capitalized software development costs increased $49 million driven by increased capitalized software development costs;

•An increase in cash paid for acquisitions, net of cash acquired, of $11 million; and

•We had net proceeds from restricted investments of $219 million during the nine months ended September 30, 2025 primarily related to $500 million of the net proceeds from the senior notes issued in May 2024 that we invested and used to repay a portion of the aggregate principal amount of the senior notes that matured in May 2025. This is compared to net proceeds from restricted investments of $202 million for the nine months ended September 30, 2024.

Financing Activities

The $1.8 billion decrease in cash used in financing activities during the nine months ended September 30, 2025 from the comparable period in 2024 was primarily driven by the following:

•The change in cash and cash equivalent margin deposits and guaranty fund liability increased $2.7 billion due to increased volatility;

•During the nine months ended September 30, 2025, we had net redemptions of commercial paper of $112 million as compared to net redemptions of $583 million during the nine months ended September 30, 2024;

•During the nine months ended September 30, 2025, we repaid $1.3 billion of the senior notes that matured in May 2025 and during the nine months ended September 30, 2024, we repaid $1.6 billion of a term loan;

•The cost of shares withheld to satisfy taxes on employee equity awards increased $26 million due to an increase in shares that vested period over period combined with an increase in the ICE stock price;

•Dividends paid to stockholders increased $51 million primarily due to the increase in the dividend per share for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024;

•During the nine months ended September 30, 2024, we received net proceeds of $739 million from the issuance of senior notes due 2031; and

•We resumed share repurchases during the nine months ended September 30, 2025 and repurchased $894 million of shares with cash during the quarter.

Debt

As of September 30, 2025, we had $19.0 billion in outstanding debt, consisting of $18.6 billion of unsecured senior notes and $417 million under our Commercial Paper Program. Our senior notes of $18.6 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 6 to 28 days as of September 30, 2025, with a weighted average interest rate of 4.2% per annum and a weighted average remaining maturity of 15 days.

We have a $3.9 billion Credit Facility with a maturity date of May 31, 2029. As of September 30, 2025, of the $3.9 billion that was available for borrowing under the Credit Facility, $417 million was required to back-stop the amount outstanding under our Commercial Paper Program and $173 million was required to support certain broker-dealer and other subsidiary commitments. The remaining $3.3 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.

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 used $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 that matured in May 2025, or the 2025 Notes. We used the remaining net proceeds to assist with the repayments of the outstanding borrowings under our term loan.

For additional details of our debt instruments, refer to Note 7 to our unaudited consolidated financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 2024 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. In December 2024, the remaining available balance of $2.52 billion was re-authorized by our Board. 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 February 2025, we entered into a new 10b5-1 trading plan that became effective on February 21, 2025. During the nine and three months ended September 30, 2025, we repurchased a total of 5.1 million and 2.2 million, respectively, shares of our outstanding common stock at a cost of $894 million and $398 million, respectively. We did not have any share repurchases during the nine and three months ended September 30, 2024. The remaining balance of Board approved funds for future repurchases as of September 30, 2025 was $1.6 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 nine months ended September 30, 2025 and 2024, we declared and paid cash dividends per share of $1.44 and $1.35, respectively, for an aggregate payout of $831 million and $780 million, respectively, which includes the payment of dividend equivalents on vested employee restricted stock units. During the three months ended September 30, 2025 and 2024, we declared and paid cash dividends per share of $0.48 and $0.45, respectively, for an aggregate payout of $276 million and $261 million, respectively, which includes the payment of dividend equivalents on vested 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, including our October 2025 investment in Polymarket (refer to Note 16 to our consolidated financial statements included in this Quarterly Report for further discussion), 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 $730 million and $780 million in 2025, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

As of September 30, 2025, we had $1.6 billion authorized for future repurchases of our common stock. Refer to Note 9 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 30, 2025, we announced a $0.48 per share dividend for the fourth quarter of 2025 with the dividend payable on December 31, 2025 to stockholders of record as of December 16, 2025.

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 7 and 11 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:	2025			2024			2025			2024			2025			2024			2025			2024
Total revenues, less transaction-based expenses	$	4,047		$	3,723		$	1,811		$	1,719		$	1,569		$	1,514		$	7,427		$	6,956
Operating expenses	1,064			989			1,108			1,087			1,563			1,648			3,735			3,724
Less: Amortization of acquisition-related intangibles	48			51			113			114			594			593			755			758
Less: Transaction and integration costs	-			-			-			-			48			88			48			88
Less: Regulatory matter	4			-			-			10			-			-			4			10
Less: Other	-			11			-			20			-			-			-			31
Adjusted operating expenses	$	1,012		$	927		$	995		$	943		$	921		$	967		$	2,928		$	2,837
Operating income/(loss)	$	2,983		$	2,734		$	703		$	632		$	6		$	(134)		$	3,692		$	3,232
Adjusted operating income	$	3,035		$	2,796		$	816		$	776		$	648		$	547		$	4,499		$	4,119
Operating margin	74		%	73		%	39		%	37		%	-		%	(9)		%	50		%	46		%
Adjusted operating margin	75		%	75		%	45		%	45		%	41		%	36		%	61		%	59		%
Net income adjustments:
Net income attributable to ICE																			$	2,464		$	2,056
Add: Amortization of acquisition-related intangibles																			755			758
Add: Transaction and integration costs																			48			88
Add/(less): Litigation and regulatory matters																			4			(150)
(Less)/add: Net (income)/loss from unconsolidated investees																			(75)			63
(Less)/add: Fair value adjustments of equity investments																			(35)			1
Add: Other																			-			31
Less: Income tax effect for the above items																			(180)			(199)
Add/(less): Deferred tax adjustments on acquisition-related intangibles																			45			(26)
Less: Other tax adjustments																			(8)			-
Adjusted net income attributable to ICE																			$	3,018		$	2,622
Diluted earnings per share attributable to ICE common stockholders																			$	4.28		$	3.57
Adjusted diluted earnings per share attributable to ICE common stockholders																			$	5.24		$	4.55
Diluted weighted average common shares outstanding																			576			576


	Exchanges Segment						Fixed Income and Data Services Segment						Mortgage Technology Segment						Consolidated
	Three Months Ended September 30,
Operating income adjustments:	2025			2024			2025			2024			2025			2024			2025			2024
Total revenues, less transaction-based expenses	$	1,265		$	1,254		$	618		$	586		$	528		$	509		$	2,411		$	2,349
Operating expenses	357			307			374			376			506			563			1,237			1,246
Less: Amortization of acquisition-related intangibles	16			17			38			37			195			198			249			252
Less: Transaction and integration costs	-			-			-			-			7			37			7			37
Less: Regulatory matter	-			-			-			10			-			-			-			10
Less/(Add): Other	-			(19)			-			6			-			-			-			(13)
Adjusted operating expenses	$	341		$	309		$	336		$	323		$	304		$	328		$	981		$	960
Operating income/(loss)	$	908		$	947		$	244		$	210		$	22		$	(54)		$	1,174		$	1,103
Adjusted operating income	$	924		$	945		$	282		$	263		$	224		$	181		$	1,430		$	1,389
Operating margin	72		%	76		%	39		%	36		%	4		%	(11)		%	49		%	47		%
Adjusted operating margin	73		%	75		%	45		%	45		%	42		%	35		%	59		%	59		%
Net income adjustments:
Net income attributable to ICE																			$	816		$	657
Add: Amortization of acquisition-related intangibles																			249			252
Add: Transaction and integration costs																			7			37
Add: Regulatory matter																			-			10
(Less)/add: Net (income)/loss from unconsolidated investees																			(40)			18
Less: Fair value adjustments of equity investments																			(33)			(2)
Less: Other																			-			(13)
Less: Income tax effect for the above items																			(50)			(74)
Add: Deferred tax adjustments on acquisition-related intangibles																			39			9
Less: Other tax adjustments																			(8)			-
Adjusted net income attributable to ICE																			$	980		$	894
Diluted earnings per share attributable to ICE common stockholders																			$	1.42		$	1.14
Adjusted diluted earnings per share attributable to ICE common stockholders																			$	1.71		$	1.55
Diluted weighted average common shares outstanding																			574			577

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 a $3 million impairment charge 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 given the magnitude of the purchase price of the acquisition.

Litigation and regulatory matters during the nine months ended September 30, 2025 includes a $4 million accrual related to a regulatory matter. Litigation and regulatory matters during the nine months ended September 30, 2024 includes the $160 million gain related to the PennyMac arbitration award resolution and payment received and a regulatory matter accrual of $10 million during the three months ended September 30, 2024. We do not consider events of this type to be reflective of our core business.

We adjust for our share of net income or loss related to our equity method investments, which primarily include OCC and Bakkt.

During the nine and three months ended September 30, 2025, we excluded a total of $35 million and $33 million, respectively, of fair value gains related to adjustments to our equity investments without readily determinable fair values and equity investments measured using the NAV practical expedient. 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. We believe these adjustments provide greater clarity of our performance given that equity investments are non-cash and not a part of our core operations.

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 2023 and 2024, respectively. Both the London and New York office transitions were completed in 2024. We view these duplicate non-cash rent expenses of the new offices during the transitions 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.

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. Deferred tax adjustments on acquisition-related intangibles include a $45 million expense and a $26 million benefit for the nine months ended September 30, 2025 and 2024, respectively, and $39 million and $9 million expense for the three months ended September 30, 2025 and 2024, respectively. These deferred adjustments on acquisition-related intangibles are primarily related to U.S. state apportionment changes. The $8 million other tax adjustments for the nine and three months ended September 30, 2025 are primarily due to favorable audit settlements related to previously recognized transaction gains that were excluded from non-GAAP.

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,
	2025		2024
Net cash provided by operating activities	$	3,387	$	3,103
Less: Capital expenditures	(207)		(212)
Less: Capitalized software development costs	(318)		(264)
Free cash flow	$	2,862	$	2,627
Add: Section 31 fees, net	316		4
Adjusted free cash flow	$	3,178	$	2,631

For additional information on these items, refer to our consolidated financial statements included in this Quarterly Report and "-Liquidity and Capital Resources" above.

Off-Balance Sheet Arrangements

As described in Note 11 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, 2025, 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 2024 Form 10-K.

New and Recently Adopted Accounting Pronouncements

During the nine months ended September 30, 2025, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our 2024 Form 10-K.

Critical Accounting Policies

During the nine months ended September 30, 2025, 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 2024 Form 10-K.

ICE - Intercontinental Exchange Inc. published this content on October 30, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 30, 2025 at 12:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)