8-K
Intercontinental Exchange, Inc. (ICE)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d)of THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 2022
Intercontinental Exchange, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36198 | 46-2286804 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation) | (Commission <br><br>File No.) | (I.R.S. Employer Identification <br><br>Number) |
5660 New Northside Drive, Third Floor, Atlanta,
Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (770) 857-4700
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which<br><br> Registered |
|---|---|---|
| Common<br> Stock, $0.01 par value per share | ICE | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On November 3, 2022, Intercontinental Exchange, Inc. (“ICE”) announced its financial results for the fiscal quarter ended September 30, 2022. A copy of ICE’s press release announcing such financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained herein, including the attached press release, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
ICE makes references to non-GAAP financial information in the attached press release. A description of the non-GAAP financial information and a reconciliation of the non-GAAP financial information to the comparable GAAP financial measures are contained in the attached press release and ICE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated November 3, 2022. |
| 104 | The cover page from Intercontinental Exchange, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERCONTINENTAL EXCHANGE, INC. |
|---|
| /s/ A. Warren Gardiner |
| A. Warren Gardiner |
| Chief Financial Officer |
Date: November 3, 2022
Exhibit 99.1

Intercontinental Exchange Reports Strong ThirdQuarter 2022
| • 3Q22<br>net revenues of 1.8 billion; +1% y/y; +3% y/y, constant currency (CC)* |
|---|
| • 3Q22 GAAP diluted loss per share of 0.34, primarily due to net losses from Bakkt |
| • 3Q22 adj. diluted earnings per share (EPS) of 1.31 |
| • 3Q22 operating income, +4% y/y; +7% y/y, CC*. Adj. operating income +4% y/y; +6% y/y, CC* |
| • 3Q22 operating margin of 50%, +164 basis points y/y; adj. operating margin of 60%, +176 basis points y/y |
All values are in US Dollars.
ATLANTA &NEW YORK, November 3, 2022 - Intercontinental Exchange (NYSE: ICE), a leading global provider of data, technology and market infrastructure, today reported financial results for the third quarter of 2022. For the quarter ended September 30, 2022, consolidated net loss attributable to ICE was $191 million on $1.8 billion of consolidated revenues, less transaction-based expenses. Third quarter GAAP diluted loss per share was $0.34, primarily due to net losses from Bakkt. Adjusted net income attributable to ICE was $733 million in the third quarter and adjusted diluted EPS was $1.31. Please refer to the reconciliation of non-GAAP financial measures included in this press release for more information on our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted EPS and adjusted free cash flow.
Warren Gardiner, ICE Chief Financial Officer, added: "Through the first nine months of the year, we have grown revenues and operating income. This strong performance, including compounding growth in our recurring revenues across all three business segments is a testament to the power of our diverse business model. As we approach the end of 2022, we remain focused on extending our track record of growth and creating value for our stockholders."
*Constant currency (CC) percentage changes are calculated holding both the pound sterling and euro at the average exchange rate from 3Q21, 1.3784 and 1.1788, respectively.
1
Third Quarter 2022 Business Highlights
Third quarter consolidated net revenues were $1.8 billion, up 1% year-over-year including exchange net revenues of $1.0 billion, fixed income and data services revenues of $534 million and mortgage technology revenues of $276 million. Consolidated operating expenses were $898 million for the third quarter of 2022. On an adjusted basis, consolidated operating expenses were $727 million. Consolidated operating income for the third quarter was $913 million and the operating margin was 50%. On an adjusted basis, consolidated operating income for the third quarter was $1.1 billion and the adjusted operating margin was 60%.
| $ (in millions) | Net Revenue | Op Margin | **** | Adj Op<br><br> <br>Margin | **** | |||
|---|---|---|---|---|---|---|---|---|
| 3Q22 | ||||||||
| Exchanges | $ | 1,001 | 70 | % | 72 | % | ||
| Fixed Income and Data Services | $ | 534 | 37 | % | 45 | % | ||
| Mortgage Technology | $ | 276 | 6 | % | 46 | % | ||
| Consolidated | $ | 1,811 | 50 | % | 60 | % | ||
| 3Q22 | 3Q21 | % Chg | ||||||
| Recurring Revenue | $ | 930 | $ | 888 | 5 | % | ||
| Transaction Revenue, net | $ | 881 | $ | 914 | (4 | )% |
Exchanges Segment Results
Third quarter exchange net revenues were $1.0 billion. Exchange operating expenses were $301 million and on an adjusted basis, were $284 million in the third quarter. Segment operating income for the third quarter was $700 million and the operating margin was 70%. On an adjusted basis, operating income was $717 million and the adjusted operating margin was 72%.
2
| (in millions) | 3Q22 | **** | 3Q21 | % Chg | **** | Const Curr^(1)^ | **** |
|---|---|---|---|---|---|---|---|
| Revenue, net: | |||||||
| Energy | 266 | $ | 316 | (16 | )% | (13 | )% |
| Ags and Metals | 57 | 56 | 1 | % | 2 | % | |
| Financials(2) | 122 | 93 | 30 | % | 46 | % | |
| Cash Equities and Equity Options | 88 | 79 | 13 | % | 13 | % | |
| OTC and Other(3) | 121 | 84 | 45 | % | 53 | % | |
| Data and Connectivity Services | 219 | 208 | 6 | % | 6 | % | |
| Listings | 128 | 123 | 3 | % | 3 | % | |
| Segment Revenue | 1,001 | $ | 959 | 4 | % | 8 | % |
| Recurring Revenue | 347 | $ | 331 | 5 | % | 5 | % |
| Transaction Revenue, net | 654 | $ | 628 | 4 | % | 9 | % |
All values are in US Dollars.
(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 3Q21, 1.3784 and 1.1788, respectively.
(2) Financials include interest rates and other financial futures and options.
(3) OTC & other includes physical energy, interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, technology development fees, exchange member fees, and agriculture grading and certification fees.
Fixed Income and Data Services Segment Results
Third quarter fixed income and data services revenues were $534 million. Fixed income and data services operating expenses were $337 million and adjusted operating expenses were $293 million in the third quarter. Segment operating income for the third quarter was $197 million and the operating margin was 37%. On an adjusted basis, operating income was $241 million and the adjusted operating margin was 45%.
3
| (in millions) | 3 Q22 | **** | 3 Q21 | % Chg | **** | Const Curr^(1)^ | **** |
|---|---|---|---|---|---|---|---|
| Revenue: | |||||||
| Fixed Income Execution | 26 | $ | 12 | 121 | % | 122 | % |
| CDS Clearing | 88 | 51 | 72 | % | 75 | % | |
| Fixed Income Data and Analytics | 273 | 272 | — | % | 2 | % | |
| Other Data and Network Services | 147 | 142 | 4 | % | 6 | % | |
| Segment Revenue | 534 | $ | 477 | 12 | % | 14 | % |
| Recurring Revenue | 420 | $ | 414 | 1 | % | 3 | % |
| Transaction Revenue | 114 | $ | 63 | 81 | % | 84 | % |
All values are in US Dollars.
(1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 3Q21, 1.3784 and 1.1788, respectively.
Mortgage Technology Segment Results
Third quarter mortgage technology revenues were $276 million. Mortgage technology operating expenses were $260 million and adjusted operating expenses were $150 million in the third quarter. Segment operating income for the third quarter was $16 million and the operating margin was 6%. On an adjusted basis, operating income was $126 million and the adjusted operating margin was 46%.
| (in millions) | 3Q22 | **** | 3Q21 | % Chg | **** |
|---|---|---|---|---|---|
| Revenue: | |||||
| Origination Technology | 187 | $ | 245 | (24 | )% |
| Closing Solutions | 53 | 88 | (39 | )% | |
| Data and Analytics | 22 | 19 | 22 | % | |
| Other | 14 | 14 | (8 | )% | |
| Segment Revenue | 276 | $ | 366 | (25 | )% |
| Recurring Revenue | 163 | $ | 143 | 14 | % |
| Transaction Revenue | 113 | $ | 223 | (49 | )% |
All values are in US Dollars.
4
Other Matters
| • | Operating cash flow through the third quarter of 2022 was $2.5 billion and adjusted free cash flow was $2.1 billion. |
|---|---|
| • | Unrestricted cash was $1.2 billion and outstanding debt was $18.1 billion as of September 30, 2022. |
| --- | --- |
| • | The effective tax rate for the third quarter of 2022 was 47%, primarily due to net losses from Bakkt. |
| --- | --- |
| • | Through the third quarter of 2022, ICE repurchased $632 million of its common stock and<br>paid $640 million in dividends. In connection with ICE's pending acquisition of Black Knight, on May 4, 2022 ICE suspended<br>its share repurchases. |
| --- | --- |
Updated Financial Guidance
| • | ICE's fourth quarter 2022 GAAP operating expenses are expected to be in a range of $890 million to $900 million. Adjusted operating<br>expenses^(1)^ are expected to be in a range of $730 million to $740 million. |
|---|---|
| • | ICE's fourth quarter 2022 GAAP non-operating expense^(2)^ is expected to be in the range of $137 million to $142 million.<br>Adjusted non-operating expense is expected to be in the range of $105 million to $110 million. |
| --- | --- |
| • | ICE's diluted share count for the fourth quarter is expected to be in the range of 558 million to 563 million weighted average shares<br>outstanding. |
| --- | --- |
(1) 4Q22 non-GAAP operating expenses exclude amortization of acquisition-related intangibles, pending Black Knight acquisition costs, and Ellie Mae integration costs.
(2) Non-operating income / expense includes interest income, interest expense and net other income. Non-GAAP non-operating expense excludes equity earnings from unconsolidated investees, net interest expense on pre-acquisition-related debt and costs associated with re-financing existing debt.
5
Earnings Conference Call Information
ICE will hold a conference call today, November 3, 2022, at 8:30 a.m. ET to review its third quarter 2022 financial results. A live audio webcast of the earnings call will be available on the company's website at www.theice.com in the investor relations section. Participants may also listen via telephone by dialing 844-200-6205 from the United States or 929-526-1599 from outside of the United States. Telephone participants are required to provide the participant entrynumber 047703 and are recommended to call 10 minutes prior to the start of the call. The call will be archived on the company's website for replay.
The conference call for the fourth quarter 2022 earnings has been scheduled for February 2nd, 2023 at 8:30 a.m. ET. Please refer to the Investor Relations website at www.ir.theice.com for additional information.
Historical futures, options and cash ADV, rate per contract, open interest data and CDS cleared information can be found at: https://ir.theice.com/investor-resources/supplemental-information/default.aspx
6
Consolidated Statements of Income
(In millions, except per share amounts
(Unaudited)
| Nine Months Ended<br> <br>September 30, | Three Months Ended<br><br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues: | 2022 | 2021 | 2022 | 2021 | ||||||||
| Exchanges | $ | 4,824 | $ | 4,376 | $ | 1,577 | $ | 1,434 | ||||
| Fixed income and data services | 1,555 | 1,403 | 534 | 477 | ||||||||
| Mortgage technology | 880 | 1,061 | 276 | 366 | ||||||||
| Total revenues | 7,259 | 6,840 | 2,387 | 2,277 | ||||||||
| Transaction-based expenses: | ||||||||||||
| Section 31 fees | 332 | 204 | 158 | 38 | ||||||||
| Cash liquidity payments, routing and clearing | 1,403 | 1,330 | 418 | 437 | ||||||||
| Total revenues, less transaction-based expenses | 5,524 | 5,306 | 1,811 | 1,802 | ||||||||
| Operating expenses: | ||||||||||||
| Compensation and benefits | 1,058 | 1,093 | 344 | 374 | ||||||||
| Professional services | 101 | 124 | 32 | 43 | ||||||||
| Acquisition-related transaction and integration costs | 81 | 42 | 19 | 14 | ||||||||
| Technology and communication | 513 | 495 | 169 | 168 | ||||||||
| Rent and occupancy | 63 | 61 | 22 | 20 | ||||||||
| Selling, general and administrative | 166 | 163 | 54 | 52 | ||||||||
| Depreciation and amortization | 768 | 759 | 258 | 253 | ||||||||
| Total operating expenses | 2,750 | 2,737 | 898 | 924 | ||||||||
| Operating income | 2,774 | 2,569 | 913 | 878 | ||||||||
| Other income/(expense): | ||||||||||||
| Interest income | 42 | — | 33 | — | ||||||||
| Interest expense | (440 | ) | (321 | ) | (176 | ) | (108 | ) | ||||
| Other income/(expense), net | (1,132 | ) | 1,341 | (1,097 | ) | 54 | ||||||
| Other income/(expense), net | (1,530 | ) | 1,020 | (1,240 | ) | (54 | ) | |||||
| Income/(loss) before income tax expense/(benefit) | 1,244 | 3,589 | (327 | ) | 824 | |||||||
| Income tax expense/(benefit) | 186 | 1,049 | (152 | ) | 187 | |||||||
| Net income/(loss) | $ | 1,058 | $ | 2,540 | $ | (175 | ) | $ | 637 | |||
| Net income attributable to non-controlling interest | (37 | ) | (9 | ) | (16 | ) | (4 | ) | ||||
| Net income/(loss) attributable to Intercontinental Exchange, Inc. | $ | 1,021 | $ | 2,531 | $ | (191 | ) | $ | 633 | |||
| Earnings/(loss) per share attributable to Intercontinental Exchange, Inc. common stockholders: | ||||||||||||
| Basic | $ | 1.83 | $ | 4.50 | $ | (0.34 | ) | $ | 1.12 | |||
| Diluted | $ | 1.82 | $ | 4.48 | $ | (0.34 | ) | $ | 1.12 | |||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 559 | 563 | 558 | 563 | ||||||||
| Diluted | 561 | 565 | 560 | 566 |
7
Consolidated Balance Sheets
(In millions)
| **** | As of | **** | As of | **** | ||
|---|---|---|---|---|---|---|
| September 30,<br><br> 2022 | December 31,<br><br> 2021 | |||||
| (Unaudited) | ||||||
| Assets: | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 1,183 | $ | 607 | ||
| Short-term restricted cash and cash equivalents | 6,032 | 1,035 | ||||
| Cash and cash equivalent margin deposits and guaranty funds | 156,789 | 145,936 | ||||
| Invested deposits, delivery contracts receivable and unsettled variation margin | 7,902 | 4,493 | ||||
| Customer accounts receivable, net | 1,248 | 1,208 | ||||
| Prepaid expenses and other current assets | 558 | 1,021 | ||||
| Total current assets | 173,712 | 154,300 | ||||
| Property and equipment, net | 1,720 | 1,699 | ||||
| Other non-current assets: | ||||||
| Goodwill | 21,075 | 21,123 | ||||
| Other intangible assets, net | 13,210 | 13,736 | ||||
| Long-term restricted cash and cash equivalents | 405 | 398 | ||||
| Other non-current assets | 1,170 | 2,246 | ||||
| Total other non-current assets | 35,860 | 37,503 | ||||
| Total assets | $ | 211,292 | $ | 193,502 | ||
| Liabilities and Equity: | ||||||
| Current liabilities: | ||||||
| Accounts payable and accrued liabilities | $ | 788 | $ | 703 | ||
| Section 31 fees payable | 58 | 57 | ||||
| Accrued salaries and benefits | 274 | 354 | ||||
| Deferred revenue | 315 | 194 | ||||
| Short-term debt | 7 | 1,521 | ||||
| Margin deposits and guaranty funds | 156,789 | 145,936 | ||||
| Invested deposits, delivery contracts payable and unsettled variation margin | 7,902 | 4,493 | ||||
| Other current liabilities | 188 | 153 | ||||
| Total current liabilities | 166,321 | 153,411 | ||||
| Non-current liabilities: | ||||||
| Non-current deferred tax liability, net | 3,565 | 4,100 | ||||
| Long-term debt | 18,113 | 12,397 | ||||
| Accrued employee benefits | 189 | 200 | ||||
| Non-current operating lease liability | 267 | 252 | ||||
| Other non-current liabilities | 417 | 394 | ||||
| Total non-current liabilities | 22,551 | 17,343 | ||||
| Total liabilities | 188,872 | 170,754 | ||||
| Equity: | ||||||
| Intercontinental Exchange, Inc. stockholders’ equity: | ||||||
| Common stock | 6 | 6 | ||||
| Treasury stock, at cost | (6,224 | ) | (5,520 | ) | ||
| Additional paid-in capital | 14,269 | 14,069 | ||||
| Retained earnings | 14,731 | 14,350 | ||||
| Accumulated other comprehensive loss | (403 | ) | (196 | ) | ||
| Total Intercontinental Exchange, Inc. stockholders’ equity | 22,379 | 22,709 | ||||
| Non-controlling interest in consolidated subsidiaries | 41 | 39 | ||||
| Total equity | 22,420 | 22,748 | ||||
| Total liabilities and equity | $ | 211,292 | $ | 193,502 |
8
Non-GAAP Financial Measures and Reconciliation
We use non-GAAP measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with our GAAP results and the accompanying reconciliation, we believe that our presentation of these measures provides 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 period-to-period comparison of results because the items described below as adjustments to GAAP are not reflective of our core business performance. These financial measures are not in accordance with, or an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. 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 strongly recommend that investors review the GAAP financial measures and additional non-GAAP information included in our Quarterly Report on Form 10-Q, including our consolidated financial statements and the notes thereto.
Adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders, adjusted diluted earnings per share and adjusted free cash flow for the periods presented below are calculated by adding or subtracting the adjustments described below, which are not reflective of our cash operations and core business performance, and their related income tax effect and other tax adjustments (in millions, except for per share amounts):
9
Adjusted Operating Income, Operating Marginand Operating Expense Reconciliation
(In millions)
(Unaudited)
| Exchanges <br><br>Segment | Fixed Income <br><br>and Data <br><br>Services<br><br> Segment | Mortgage <br><br>Technology<br><br>Segment | Consolidated | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months Ended September 30, | NineMonthsEndedSeptember 30, | NineMonthsEndedSeptember 30, | NineMonthsEndedSeptember 30, | |||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||
| Total revenues, less transaction-based expenses | $ | 3,089 | $ | 2,842 | $ | 1,555 | $ | 1,403 | $ | 880 | $ | 1,061 | $ | 5,524 | $ | 5,306 | ||||||||
| Operating expenses | 904 | 977 | 1,029 | 1,010 | 817 | 750 | 2,750 | 2,737 | ||||||||||||||||
| Less: Amortization of acquisition-related intangibles | 50 | 56 | 137 | 136 | 271 | 277 | 458 | 469 | ||||||||||||||||
| Less: Transaction and integration costs | — | 12 | — | — | 79 | 28 | 79 | 40 | ||||||||||||||||
| Adjusted operating expenses | $ | 854 | $ | 909 | $ | 892 | $ | 874 | $ | 467 | $ | 445 | $ | 2,213 | $ | 2,228 | ||||||||
| Operating income | $ | 2,185 | $ | 1,865 | $ | 526 | $ | 393 | $ | 63 | $ | 311 | $ | 2,774 | $ | 2,569 | ||||||||
| Adjusted operating income | $ | 2,235 | $ | 1,933 | $ | 663 | $ | 529 | $ | 413 | $ | 616 | $ | 3,311 | $ | 3,078 | ||||||||
| Operating margin | 71 | % | 66 | % | 34 | % | 28 | % | 7 | % | 29 | % | 50 | % | 48 | % | ||||||||
| Adjusted operating margin | 72 | % | 68 | % | 43 | % | 38 | % | 47 | % | 58 | % | 60 | % | 58 | % |
10
Adjusted Operating Income, Operating Marginand Operating Expense Reconciliation
(In millions)
(Unaudited)
| Exchanges <br><br>Segment | Fixed Income <br><br>and Data<br><br> Services<br><br> Segment | Mortgage <br><br>Technology <br><br>Segment | Consolidated | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ThreeMonthsEndedSeptember 30, | ThreeMonthsEndedSeptember 30, | ThreeMonths EndedSeptember 30, | ThreeMonthsEndedSeptember 30, | |||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||
| Total revenues, less transaction-based expenses | $ | 1,001 | $ | 959 | $ | 534 | $ | 477 | $ | 276 | $ | 366 | $ | 1,811 | $ | 1,802 | ||||||||
| Operating expenses | 301 | 330 | 337 | 338 | 260 | 256 | 898 | 924 | ||||||||||||||||
| Less: Amortization of acquisition-related intangibles | 17 | 19 | 44 | 45 | 91 | 92 | 152 | 156 | ||||||||||||||||
| Less: Transaction and integration costs | — | 2 | — | — | 19 | 11 | 19 | 13 | ||||||||||||||||
| Adjusted operating expenses | $ | 284 | $ | 309 | $ | 293 | $ | 293 | $ | 150 | $ | 153 | $ | 727 | $ | 755 | ||||||||
| Operating income | $ | 700 | $ | 629 | $ | 197 | $ | 139 | $ | 16 | $ | 110 | $ | 913 | $ | 878 | ||||||||
| Adjusted operating income | $ | 717 | $ | 650 | $ | 241 | $ | 184 | $ | 126 | $ | 213 | $ | 1,084 | $ | 1,047 | ||||||||
| Operating margin | 70 | % | 66 | % | 37 | % | 29 | % | 6 | % | 30 | % | 50 | % | 49 | % | ||||||||
| Adjusted operating margin | 72 | % | 68 | % | 45 | % | 39 | % | 46 | % | 58 | % | 60 | % | 58 | % |
11
Adjusted Net Income Attributable to ICE andEPS
(In millions)
(Unaudited)
| Nine Months <br><br>Ended <br><br>September 30,<br><br>2022 | Nine Months <br><br>Ended <br><br>September 30,<br><br>2021 | |||||
|---|---|---|---|---|---|---|
| Net income attributable to ICE | $ | 1,021 | $ | 2,531 | ||
| Add: Amortization of acquisition-related intangibles | 458 | 469 | ||||
| Add: Transaction and integration costs | 79 | 40 | ||||
| Add: Accelerated unamortized costs related to the early payoff of the June 2023 floating rate senior notes | — | 4 | ||||
| Add: Impairment on Bakkt equity method investment | 40 | — | ||||
| Add: Accrual relating to legal settlement | 9 | 16 | ||||
| Add: Net interest expense on pre-acquisition-related debt | 49 | — | ||||
| Add: Extinguishment of 2022 and 2023 Senior Notes | 30 | — | ||||
| Less: Gain on sale and fair value adjustment of Euroclear equity investment and dividends received | (41 | ) | (94 | ) | ||
| Less: Gain on sale of Coinbase equity investment | — | (1,227 | ) | |||
| Less: Gain related to the settlement of an acquisition-related indemnification claim | — | (7 | ) | |||
| Add/(Less): Net losses/(income) from unconsolidated investees | 1,112 | (42 | ) | |||
| Add/(Less): Income tax effect for the above items | (478 | ) | 216 | |||
| Add/(Less): Deferred tax adjustments on acquisition-related intangibles | (3 | ) | 196 | |||
| Adjusted net income attributable to ICE | $ | 2,276 | $ | 2,102 | ||
| Basic earnings per share | $ | 1.83 | $ | 4.50 | ||
| Diluted earnings per share | $ | 1.82 | $ | 4.48 | ||
| Adjusted basic earnings per share | $ | 4.07 | $ | 3.74 | ||
| Adjusted diluted earnings per share | $ | 4.06 | $ | 3.72 | ||
| Basic weighted average common shares outstanding | 559 | 563 | ||||
| Diluted weighted average common shares outstanding | 561 | 565 |
12
Adjusted Net Income Attributable to ICE andEPS
(In millions)
(Unaudited)
| Three Months <br><br>Ended <br><br>September 30,<br><br> 2022 | Three Months<br><br> Ended <br><br>September 30, <br><br>2021 | |||||
|---|---|---|---|---|---|---|
| Net income/(loss) attributable to ICE | $ | (191 | ) | $ | 633 | |
| Add: Amortization of acquisition-related intangibles | 152 | 156 | ||||
| Add: Transaction and integration costs | 19 | 13 | ||||
| Add: Accrual relating to legal settlement | — | 16 | ||||
| Add: Net interest expense on pre-acquisition-related debt | 31 | — | ||||
| Add: Accelerated unamortized costs related to the early payoff of the June 2023 floating rate senior notes | — | 4 | ||||
| Add: Impairment on Bakkt equity method investment | 40 | — | ||||
| Less: Gain on sale and fair value adjustment of Euroclear equity investment and dividends received | — | (64 | ) | |||
| Add/(Less): Net losses/(income) from unconsolidated investees | 1,055 | (8 | ) | |||
| Less: Income tax effect for the above items | (355 | ) | (38 | ) | ||
| Less: Deferred tax adjustments on acquisition-related intangibles | (18 | ) | (1 | ) | ||
| Adjusted net income attributable to ICE | $ | 733 | $ | 711 | ||
| Basic earnings/(loss) per share | $ | (0.34 | ) | $ | 1.12 | |
| Diluted earnings/(loss) per share | $ | (0.34 | ) | $ | 1.12 | |
| Adjusted basic earnings per share | $ | 1.31 | $ | 1.26 | ||
| Adjusted diluted earnings per share | $ | 1.31 | $ | 1.26 | ||
| Basic weighted average common shares outstanding | 558 | 563 | ||||
| Diluted weighted average common shares outstanding | 560 | 566 |
13
Adjusted Free Cash Flow Calculation
(In millions)
(Unaudited)
| Nine<br> Months Ended <br> September 30, 2022 | Nine<br> Months Ended <br> September 30, 2021 | |||||
|---|---|---|---|---|---|---|
| Cash flow from operations | $ | 2,462 | $ | 2,130 | ||
| Less: Capital expenditures and capitalized software development costs | (325 | ) | (328 | ) | ||
| Add/(Less): Section 31 fees, net | (1 | ) | 193 | |||
| Adjusted free cash flow | $ | 2,136 | $ | 1,995 |
14
About Intercontinental Exchange
Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks to connect people to opportunity. We provide financial technology and data services across major asset classes that offer our customers access to mission-critical workflow tools that increase transparency and operational efficiencies. We operate exchanges, including the New York Stock Exchange, and clearing houses that help people invest, raise capital and manage risk across multiple asset classes. Our comprehensive fixed income data services and execution capabilities provide information, analytics and platforms that help our customers capitalize on opportunities and operate more efficiently. At ICE Mortgage Technology, we are transforming and digitizing the U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.
Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at http://www.intercontinentalexchange.com/terms-of-use. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 3, 2022. We caution you not to place undue reliance on these 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 forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, 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.
SOURCE: Intercontinental Exchange
ICE-CORP
ICE Investor Relations Contact:
Katia Gonzalez
+1 678 981 3882
katia.gonzalez@ice.com
investors@ice.com
ICE Media Contact:
Josh King
+1 212 656 2490
josh.king@ice.com
media@ice.com
15