Intercontinental Exchange, Inc. (ICE) · Material Event (8-K) SEC Filing

EX-99.1 2 tm2621213d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercontinental Exchange Reports Second Quarter 2026 · 2Q26 net revenues of $2.7 billion, +5% y/y Jeff Sprecher, ICE Chair & Chief Executive Officer, said, "We are pleased to report our second quarter results, which reflect continued revenue and earnings per share growth and record open interest across our exchange complex. Against a backdrop of rapid change in global markets, our customers continued to turn to ICE's regulated markets, trusted data and mission- critical technology to transfer risk. As markets become more global, digital and continuous, the opportunities for our all-weather model continue to expand. As we look to the second half of the year and beyond, we remain focused on innovation, durable growth and long-term value creation for our stockholders." · 2Q26 GAAP diluted earnings per share (EPS) of $1.69, +14% y/y · 2Q26 adj. diluted EPS of $1.90, +5% y/y · 2Q26 operating income of $1.4 billion, +7% y/y; adj. operating income of $1.6 billion, +4% y/y · 2Q26 operating margin of 52%; adj. operating margin of 61% · Through June 30, 2026, returned $1.8 billion to stockholders, including $1.2 billion in share repurchases · Board approved increase in share repurchase authorization up to $4.0 billion, effective July 1, 2026 ATLANTA & NEW YORK, July 30, 2026 - Intercontinental Exchange (NYSE: ICE), a leading global provider of technology and data, today reported financial results for the second quarter of 2026. For the quarter ended June 30, 2026, consolidated net income attributable to ICE was $958 million on $2.7 billion of consolidated revenues, less transaction-based expenses. Second quarter GAAP diluted EPS were $1.69. Adjusted net income attributable to ICE was $1.1 billion in the second quarter and adjusted diluted EPS were $1.90. 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: "Our second quarter results reflect the continued strength and consistency of our business model, with growth across all three of our operating segments and strong free cash flow generation. During the quarter we returned $945 million to stockholders, including $651 million of share repurchases, while continuing to invest across the platform. Share repurchases remain a priority, and the strength of our free cash flow lets us continue them alongside disciplined investment in strategically important opportunities. That balance reflects the capital discipline and financial rigor that have defined ICE's long track record of value creation for our stockholders." 1 Second Quarter 2026 Business Highlights Second quarter consolidated net revenues were $2.7 billion including exchange net revenues of $1.5 billion, fixed income and data services revenues of $645 million and mortgage technology revenues of $557 million. Consolidated operating expenses were $1.3 billion for the second quarter of 2026. On an adjusted basis, consolidated operating expenses were $1.0 billion. Consolidated operating income for the second quarter was $1.4 billion, and the operating margin was 52%. On an adjusted basis, consolidated operating income for the second quarter was $1.6 billion, and the adjusted operating margin was 61%. $ (in millions) Net Revenues Op Margin Adj Op Margin 2Q26 Exchanges $ 1,464 74 % 75 % Fixed Income and Data Services $ 645 42 % 46 % Mortgage Technology $ 557 8 % 43 % Consolidated $ 2,666 52 % 61 % 2Q26 2Q25 % Chg Recurring Revenues $ 1,353 $ 1,256 8 % Transaction Revenues, net $ 1,313 $ 1,287 2 % Exchanges Segment Results Second quarter exchange net revenues were $1.5 billion. Exchange operating expenses were $386 million, and adjusted operating expenses were $370 million in the second quarter. Segment operating income for the second quarter was $1.1 billion, and the operating margin was 74%. On an adjusted basis, operating income was $1.1 billion, and the adjusted operating margin was 75%. 2 $ (in millions) 2Q26 2Q25 % Chg Const Curr(1) Revenues, net: Energy $ 518 $ 595 (13 )% (14 )% Ags and Metals 87 65 35 % 35 % Financials(2) 192 158 21 % 21 % Cash Equities and Equity Options, net 140 123 15 % 15 % OTC and Other(3) 111 96 15 % 15 % Data and Connectivity Services 287 255 12 % 12 % Listings 129 123 5 % 5 % Segment Revenues $ 1,464 $ 1,415 3 % 3 % Recurring Revenues $ 416 $ 378 10 % 10 % Transaction Revenues, net $ 1,048 $ 1,037 1 % 1 % (1) Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 2Q25, 1.3353 and 1.1338, respectively. (2) Financials include interest rates and other financial futures and options. (3) OTC & Other includes 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 member fees, bilateral trading fees, non-exchange execution revenue, electronic trade document confirmation services, and agriculture grading and certification fees. Fixed Income and Data Services Segment Results Second quarter fixed income and data services revenues were $645 million. Fixed income and data services operating expenses were $377 million, and adjusted operating expenses were $350 million in the second quarter. Segment operating income for the second quarter was $268 million, and the operating margin was 42%. On an adjusted basis, operating income was $295 million, and the adjusted operating margin was 46%. 3 $ (in millions) 2Q26 2Q25 % Chg Const Curr(1) Revenues: Fixed Income Execution $ 31 $ 32 (4 )% (4 )% CDS Clearing 83 82 2 % 1 % Fixed Income Data and Analytics 333 306 9 % 9 % Data and Network Technology 198 177 11 % 11 % Segment Revenues $ 645 $ 597 8 % 8 % Recurring Revenues $ 531 $ 483 10 % 10 % Transaction Revenues $ 114 $ 114 —% —% (1) Revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 2Q25, 1.3353 and 1.1338, respectively. Mortgage Technology Segment Results Second quarter mortgage technology revenues were $557 million. Mortgage technology operating expenses were $512 million, and adjusted operating expenses were $318 million in the second quarter. Segment operating income for the second quarter was $45 million, and the operating margin was 8%. On an adjusted basis, operating income was $239 million, and the adjusted operating margin was 43%. $ (in millions) 2Q26 2Q25 % Chg Revenues: Origination Technology $ 197 $ 187 5 % Closing Solutions 65 58 14 % Servicing Software 226 220 2 % Data and Analytics 69 66 6 % Segment Revenues $ 557 $ 531 5 % Recurring Revenues $ 406 $ 395 3 % Transaction Revenues $ 151 $ 136 11 % 4 Other Matters · Operating cash flow through the second quarter of 2026 was $3.3 billion and adjusted free cash flow was $2.6 billion. · Unrestricted cash was $1.1 billion and outstanding debt was $19.8 billion as of June 30, 2026. · Through the second quarter of 2026, ICE repurchased $1.2 billion of its common stock and paid $591 million in dividends. · Board approved increase in share repurchase authorization up to $4.0 billion, effective July 1, 2026 Updated Financial Guidance GAAP Non-GAAP 2026 Exchange Recurring Revenue (% growth) High-single digits 2026 Fixed Income & Data Services Recurring Revenue (% growth) 7% - 8% 2026 Operating Expenses $5.140 - $5.180 billion $4.190 - $4.230 billion(1) 3Q26 Operating Expenses $1.298 - $1.308 billion $1.063 - $1.073 billion(2) 3Q26 Non-Operating Expense $160 - $165 million $175 - $180 million(3) 2026 Capital Expenditures ~$850 million 3Q26 Weighted Average Shares Outstanding 560 - 566 million (1) 2026 non-GAAP operating expenses excludes amortization of acquisition-related intangibles, integration expenses, and regulatory matters. (2) 3Q26 non-GAAP operating expenses excludes amortization of acquisition-related intangibles. (3) Adjusted non-operating expense excludes equity earnings from unconsolidated investees. 5 Earnings Conference Call Information ICE will hold a conference call today, July 30, 2026, at 8:30 a.m. ET to review its second quarter 2026 financial results. A live audio webcast of the earnings call will be available on the company's website at www.ice.com in the investor relations section. Participants may also listen via telephone by dialing 833-470-1428 from the United States or 646-844-6383 from outside of the United States. Telephone participants are required to provide the participant entry number 769427 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 third quarter 2026 earnings has been scheduled for October 29th, 2026 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) Six Months Ended June 30, Three Months Ended June 30, 2026 2025 2026 2025 Revenues: Exchanges $ 4,879 $ 4,257 $ 2,409 $ 2,134 Fixed income and data services 1,302 1,193 645 597 Mortgage technology 1,096 1,041 557 531 Total revenues 7,277 6,491 3,611 3,262 Transaction-based expenses: Section 31 fees 288 412 288 150 Cash liquidity payments, routing and clearing 1,346 1,063 657 569 Total revenues, less transaction-based expenses 5,643 5,016 2,666 2,543 Operating expenses: Compensation and benefits 1,014 980 509 499 Professional services 72 81 37 41 Acquisition-related transaction and integration costs 53 42 12 10 Technology and communication 480 428 242 215 Rent and occupancy 47 41 23 20 Selling, general and administrative 148 142 63 66 Depreciation and amortization 773 784 389 395 Total operating expenses 2,587 2,498 1,275 1,246 Operating income 3,056 2,518 1,391 1,297 Other income/(expense): Interest income 51 64 27 31 Interest expense (408 ) (407 ) (205 ) (201 ) Other income, net 485 24 74 5 Total other income/(expense), net 128 (319 ) (104 ) (165 ) Income before income tax expense 3,184 2,199 1,287 1,132 Income tax expense 777 522 312 267 Net income $ 2,407 $ 1,677 $ 975 $ 865 Net income attributable to non-controlling interests (36 ) (29 ) (17 ) (14 ) Net income attributable to Intercontinental Exchange, Inc. $ 2,371 $ 1,648 $ 958 $ 851 Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders: Basic $ 4.19 $ 2.87 $ 1.70 $ 1.49 Diluted $ 4.18 $ 2.86 $ 1.69 $ 1.48 Weighted average common shares outstanding: Basic 566 574 564 573 Diluted 568 576 566 575 7 Consolidated Balance Sheets (In millions) As of June 30, 2026 As of (Unaudited) December 31, 2025 Assets: Current assets: Cash and cash equivalents $ 1,067 $ 837 Short-term restricted cash and cash equivalents 627 748 Short-term restricted investments 886 629 Cash and cash equivalent margin deposits and guaranty funds 114,599 76,789 Invested deposits, delivery contracts receivable and unsettled variation margin 2,313 4,437 Customer accounts receivable, net 1,869 1,552 Prepaid expenses and other current assets 703 786 Total current assets 122,064 85,778 Property and equipment, net 2,884 2,691 Other non-current assets: Goodwill 30,632 30,646 Other intangible assets, net 14,870 15,353 Long-term restricted cash and cash equivalents 260 240 Long-term restricted investments 136 141 Other non-current assets 3,401 2,038 Total other non-current assets 49,299 48,418 Total assets $ 174,247 $ 136,887 Liabilities and Equity: Current liabilities: Accounts payable and accrued liabilities $ 1,159 $ 1,078 Section 31 fees payable 286 — Accrued salaries and benefits 280 455 Deferred revenue 567 204 Short-term debt 1,218 1,035 Margin deposits and guaranty funds 114,599 76,789 Invested deposits, delivery contracts payable and unsettled variation margin 2,313 4,437 Other current liabilities 154 118 Total current liabilities 120,576 84,116 Non-current liabilities: Non-current deferred tax liability, net 4,125 3,998 Long-term debt 18,628 18,609 Accrued employee benefits 179 174 Non-current operating lease liability 681 635 Other non-current liabilities 406 364 Total non-current liabilities 24,019 23,780 Total liabilities 144,595 107,896 Commitments and contingencies Redeemable non-controlling interest in consolidated subsidiaries 32 22 Equity: Intercontinental Exchange, Inc. stockholders’ equity: Common stock 7 7 Treasury stock, at cost (9,100 ) (7,792 ) Additional paid-in capital 16,840 16,643 Retained earnings 22,061 20,281 Accumulated other comprehensive loss (257 ) (224 ) Total Intercontinental Exchange, Inc. stockholders’ equity 29,551 28,915 Non-controlling interest in consolidated subsidiaries 69 54 Total equity 29,620 28,969 Total liabilities and equity $ 174,247 $ 136,887 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 Margin and Operating Expense Reconciliation (In millions) (Unaudited) Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Six Months Ended June 30, 2026 2025 2026 2025 2026 2025 2026 2025 Total revenues, less transaction-based expenses $ 3,245 $ 2,782 $ 1,302 $ 1,193 $ 1,096 $ 1,041 $ 5,643 $ 5,016 Operating expenses 764 707 759 734 1,064 1,057 2,587 2,498 Less: Amortization of acquisition-related intangibles 32 32 73 75 369 399 474 506 Less: Transaction and integration costs — — — — 50 41 50 41 Less/(Add): Regulatory matters — 4 (10 ) — — — (10 ) 4 Adjusted operating expenses $ 732 $ 671 $ 696 $ 659 $ 645 $ 617 $ 2,073 $ 1,947 Operating income/(loss) $ 2,481 $ 2,075 $ 543 $ 459 $ 32 $ (16 ) $ 3,056 $ 2,518 Adjusted operating income $ 2,513 $ 2,111 $ 606 $ 534 $ 451 $ 424 $ 3,570 $ 3,069 Operating margin 76 % 75 % 42 % 38 % 3 % (2 )% 54 % 50 % Adjusted operating margin 77 % 76 % 47 % 45 % 41 % 41 % 63 % 61 % 10 Adjusted Operating Income, Operating Margin and Operating Expense Reconciliation (In millions) (Unaudited) Exchanges Segment Fixed Income and Data Services Segment Mortgage Technology Segment Consolidated Three Months Ended June 30, 2026 2025 2026 2025 2026 2025 2026 2025 Total revenues, less transaction-based expenses $ 1,464 $ 1,415 $ 645 $ 597 $ 557 $ 531 $ 2,666 $ 2,543 Operating expenses 386 353 377 373 512 520 1,275 1,246 Less: Amortization of acquisition-related intangibles 16 16 37 37 184 200 237 253 Less: Transaction and integration costs — — — — 10 10 10 10 Add: Regulatory matter — — (10 ) — — — (10 ) — Adjusted operating expenses $ 370 $ 337 $ 350 $ 336 $ 318 $ 310 $ 1,038 $ 983 Operating income $ 1,078 $ 1,062 $ 268 $ 224 $ 45 $ 11 $ 1,391 $ 1,297 Adjusted operating income $ 1,094 $ 1,078 $ 295 $ 261 $ 239 $ 221 $ 1,628 $ 1,560 Operating margin 74 % 75 % 42 % 37 % 8 % 2 % 52 % 51 % Adjusted operating margin 75 % 76 % 46 % 44 % 43 % 42 % 61 % 61 % 11 Adjusted Net Income Attributable to ICE and Diluted EPS (In millions) (Unaudited) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Net income attributable to ICE $ 2,371 $ 1,648 Add: Amortization of acquisition-related intangibles 474 506 Add: Transaction and integration costs 50 41 (Less)/Add: Regulatory matters (10 ) 4 Less: Net income from unconsolidated investees (43 ) (35 ) Less: Fair value adjustments of equity investments (452 ) (2 ) Less: Income tax effect for the above items (5 ) (130 ) Add: Deferred tax adjustments on acquisition-related intangibles 27 6 Adjusted net income attributable to ICE $ 2,412 $ 2,038 Diluted earnings per share attributable to ICE common stockholders $ 4.18 $ 2.86 Adjusted diluted earnings per share attributable to ICE common stockholders $ 4.25 $ 3.54 Diluted weighted average common shares outstanding 568 576 12 Adjusted Net Income Attributable to ICE and Diluted EPS (In millions) (Unaudited) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Net income attributable to ICE $ 958 $ 851 Add: Amortization of acquisition-related intangibles 237 253 Add: Transaction and integration costs 10 10 Less: Regulatory matter (10 ) — Less: Net income from unconsolidated investees (17 ) (6 ) Less: Fair value adjustments of equity investments (63 ) (2 ) Less: Income tax effect for the above items (44 ) (66 ) Add: Deferred tax adjustments on acquisition-related intangibles 3 3 Adjusted net income attributable to ICE $ 1,074 $ 1,043 Diluted earnings per share attributable to ICE common stockholders $ 1.69 $ 1.48 Adjusted diluted earnings per share attributable to ICE common stockholders $ 1.90 $ 1.81 Diluted weighted average common shares outstanding 566 575 13 Adjusted Free Cash Flow Calculation (In millions) (Unaudited) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Net cash provided by operating activities $ 3,324 $ 2,472 Less: Capital expenditures (208 ) (145 ) Less: Capitalized software development costs (230 ) (211 ) Free cash flow $ 2,886 $ 2,116 Less: Section 31 fees, net (286 ) (93 ) Adjusted free cash flow $ 2,600 $ 2,023 14 About Intercontinental Exchange Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks that connect people to opportunity. We provide financial technology and data services across major asset classes helping our customers access mission-critical workflow tools that increase transparency and efficiency. ICE’s futures, equity, and options exchanges – including the New York Stock Exchange – and clearing houses help people invest, raise capital and manage risk. We offer some of the world’s largest markets to trade and clear energy and environmental products. Our fixed income, data services and execution capabilities provide information, analytics and platforms that help our customers streamline processes and capitalize on opportunities. At ICE Mortgage Technology, we are transforming U.S. housing finance, from initial consumer engagement through loan production, closing, registration and the long-term servicing relationship. Together, ICE transforms, streamlines and automates 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 https://www.ice.com/privacy-security-center/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, 2025, as filed with the SEC on February 5, 2026. 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 Category: Corporate ICE Investor Relations Contact: Steve Eagerton +1 904 854 3683 [email protected] [email protected] ICE Media Contact: Rebecca Mitchell +44 207 065 7804 [email protected] [email protected] 15