ICE - Intercontinental Exchange Inc.
10/29/2026 | Press release | Distributed by Public on 10/29/2026 06:27
Quarterly Report for Quarter Ending September 30, 2026 (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, such as FTSE® and MSCI®, 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. FTSE® and the FTSE Indexes are trademarks and service marks of the London Stock Exchange plc and the London Stock Exchange Group Holdings Limited and are used under license. MSCI® and the MSCI Indexes are trademarks and service marks of MSCI Inc. or its affiliates and are used under license.
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, 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, government policies or tax or accounting requirements with respect to, among other things, financial markets and climate-related risks, 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 complete the MarketAxess acquisition, realize the anticipated cost savings and synergies of the MarketAxess acquisition, and successfully integrate MarketAxess with our business without material delay, higher than anticipated costs or difficulty or loss of key personnel;
•our ability to effectively pursue, implement and realize the anticipated cost savings, growth opportunities and synergies and other benefits from our past or future acquisitions and strategic investments 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-related risks 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 declare and pay dividends and repurchase shares of our common stock;
•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 I, Item 1A under the caption "Risk Factors" in our 2025 Form 10-K, as filed with the SEC on February 5, 2026. 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
Pending Acquisition of MarketAxess Holdings Inc.
On July 29, 2026, we entered into a definitive agreement to acquire MarketAxess Holdings Inc., or MarketAxess, a leading operator of electronic trading platforms for global institutional fixed income markets. The transaction implies an equity value of approximately $6.0 billion, or $167 per share, with purchase consideration consisting entirely of cash. For further information regarding the financing agreements entered into in connection with this acquisition, see Note 8.
On October 21, 2026, the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, effective as of October 21, 2026, satisfying the HSR Act condition in ICE's acquisition of MarketAxess. The merger remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals. Based on the HSR Act approval, ICE now expects the merger to close in the first quarter of 2027.
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 2026, we have seen increased trading across a number of our products, such as energy, 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, 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 creditworthiness 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
In January 2026, the Organisation for Economic Cooperation and Development, or OECD, released a comprehensive package of administrative guidance related to Pillar Two implementing the G7's June 2025 political agreement on a "Side-
by-Side" system. This system, if implemented by each relevant jurisdiction, will apply for accounting periods beginning on or after January 1, 2026, and will effectively exempt U.S. parented groups from the main international components of Pillar Two. This new guidance on Pillar Two did not have a material impact on our financial statements as of September 30, 2026 or December 31, 2025.
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 I, Item 1 "Business - Regulation" and Part I, Item 1A "Risk Factors" included in our 2025 Form 10-K for a discussion of the primary regulations applicable to our business and certain risks associated with those regulations.
Domestic and foreign policy makers continue to review their legal frameworks governing financial markets, and periodically change the laws and regulations that apply to our business and to our customers' businesses. Our key areas of focus on these evolving efforts are:
•Increased Bank Capital Requirements. In March 2026, the Board of Governors of the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation issued re-proposals to implement various Basel Committee standards related to U.S. bank capital requirements, or the Basel III Endgame. The Basel III Endgame re-proposal eliminated both the credit valuation adjustment risk capital requirement and certain risk-based capital surcharge calculations related to bank-affiliated clearing members' exposures to their clearing clients. We are continuing to evaluate the potential impact of the proposals including on mortgage origination and servicing and will monitor developments as the rulemaking process progresses.
•EMIR 3.0. In February 2026, the Delegated Act specifying the Active Account Requirement, or AAR, under the European Market Infrastructure Regulation, or EMIR, known as EMIR 3.0, became effective. The AAR mandates EU market participants to establish accounts for euro-denominated short-term interest rate derivatives at an EU central counterparty, or CCP, and clear a certain number of trades in an EU account. In July 2026, the European Securities and Markets Authority, or ESMA, published its interim report on the AAR and its first annual report on the joint monitoring mechanism. ESMA noted early but limited signs of clearing activity shifting from U.K.-based Tier 2 CCPs to EU CCPs and concluded it is too early to assess the AAR's effectiveness. In 2025, ICE Clear Netherlands was authorized to clear euro-denominated short-term interest rate derivatives traded at ICE Futures Europe and thus allows market participants in scope for the AAR to satisfy their obligations. Nevertheless, the AAR 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.
•Policy Intervention to Address High Energy Prices. The U.S. is exploring a temporary diesel export ban to ease domestic diesel prices. If implemented, volumes at ICE Futures Europe, the exchange for gasoline and crude related futures, and ICE Clear Europe which clears those contracts, could be impacted. Separately, in July 2026, the European Commission published a proposal to revise the EU Emissions Trading System, or EU ETS, with a focus on reducing carbon price volatility and limiting impact on electricity prices. Any resulting policy changes could affect ICE Endex, the primary European exchange for emissions allowance trading under the EU ETS, and ICE Clear Europe which clears those contracts.
•Digital Asset Regulation. The regulatory structure for digital assets continues to take shape through potential legislation, rulemaking, and other actions by relevant regulators. If platforms offering products similar to regulated instruments are excluded from regulation or subject to lesser requirements, it could affect market and competitive dynamics and result in reduced trading volumes on our exchanges and contracts cleared at our clearing houses. We are monitoring the developments and any impact on our exchanges and clearing houses.
•Prediction Markets. The CFTC has taken the position that the Commodity Exchange Act preempts state and tribal gaming laws as applied to CFTC-registered prediction markets and that event contracts constitute swaps subject to the CFTC's exclusive jurisdiction. Federal appeals courts are split on whether sports-related event contracts are swaps under the CFTC's exclusive jurisdiction or fall under state gambling law. The State of New Jersey has petitioned the U.S. Supreme Court for review of this issue. In September 2026, the CFTC submitted two rulemakings to the White House Office of Information and Regulatory Affairs, which would define by rule prediction-market event
contracts as within the statutory definition of a swap while excluding casino-style gambling from that definition. The ultimate outcome of this litigation and related rulemakings is uncertain. We are monitoring the potential impacts on our derivatives businesses, including effects on trading volumes.
•Equity Market Structure Rules. In June 2026, the SEC issued a proposal that would amend Regulation NMS Rule 611 (the "order protection" or "trade through" rule) and Rule 610(e) (prohibiting locked and crossed markets). The proposal, if adopted, would represent one of the most significant changes to the U.S. equity market structure in recent decades and could have meaningful effects on market and competitive dynamics for venues that facilitate trading of equity securities, including potentially reducing fragmentation. Separately, more recently, the SEC issued what it calls an Innovation Exemption that provides a time-limited conditional exception from exchange registration requirements for the on-chain trading of tokenized U.S. listed securities. This exemption would allow venues to compete with regulated entities in the secondary market trading of U.S. listed securities with fewer regulatory requirements and could impact trading volumes on our securities exchanges.
•Consolidated Audit Trail. In April 2026, the SEC issued a concept release soliciting public comment in support of a comprehensive review of the Consolidated Audit Trail, or CAT, and other audit trails and related data sources currently used in the regulation of U.S. securities markets. After considering comments submitted, SEC leadership announced the agency is now considering fundamental changes to restructure the CAT to address cost, governance, and funding issues. The funding obligations of exchanges and the exchanges' regulatory capabilities using the CAT ultimately could be substantially different than the current state. Private litigation is ongoing.
•Capital Markets. The SEC proposed several rules during this quarter designed to encourage more companies to go and stay public, including changes to shareholder proposal rules and modernization of the proxy solicitation process.
•Regulatory Categorization of Perpetual Contracts. The regulatory treatment of perpetual contracts remains unsettled. Beginning in May 2026, the CFTC took a series of actions that characterized crypto-asset perpetual contracts as futures. These actions have drawn challenges, including litigation from CME Group, which asserts that perpetual contracts should be classified as swaps rather than futures. The CFTC has also sought public comment on whether perpetual contracts referencing physically delivered or storable commodities, including energy products, should be subject to similar treatment. The regulatory framework for perpetual contracts continues to evolve in light of pending litigation and ongoing CFTC rulemaking and interpretive activity. The timing and outcome of these matters and their effect on the regulatory classification of perpetual contracts is unclear. We continue to monitor these developments and any potential impact on our derivatives businesses.
•Regulatory Framework for Leveraged Retail Crypto Trading. In the absence of new legislation on digital asset markets, the CFTC requested comment on using its existing statutory authority to establish a regulatory framework for spot retail digital asset transactions involving leverage, margin, and financing arrangements. Any future rules would be the first applicable to spot digital asset trading in the U.S.
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 from our Mortgage Technology segment was $45 million and $6 million for the nine months ended September 30, 2026 and 2025, respectively.
(2) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. Adjusted net income attributable to ICE is presented net of taxes. These adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
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Revenues, less transaction-based expenses
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$ | 8,408 | $ | 7,427 | 13 | % | $ | 2,765 | $ | 2,411 | 15 | % | |||||||||||||||||||||||
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Recurring revenues(1)
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$ | 4,038 | $ | 3,767 | 7 | % | $ | 1,365 | $ | 1,275 | 7 | % | |||||||||||||||||||||||
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Transaction revenues, net(1)
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$ | 4,370 | $ | 3,660 | 19 | % | $ | 1,400 | $ | 1,136 | 23 | % | |||||||||||||||||||||||
| Operating expenses | $ | 3,942 | $ | 3,735 | 6 | % | $ | 1,355 | $ | 1,237 | 10 | % | |||||||||||||||||||||||
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Adjusted operating expenses(2)
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$ | 3,141 | $ | 2,928 | 7 | % | $ | 1,068 | $ | 981 | 9 | % | |||||||||||||||||||||||
| Operating income | $ | 4,466 | $ | 3,692 | 21 | % | $ | 1,410 | $ | 1,174 | 20 | % | |||||||||||||||||||||||
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Adjusted operating income(2)
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$ | 5,267 | $ | 4,499 | 17 | % | $ | 1,697 | $ | 1,430 | 19 | % | |||||||||||||||||||||||
| Operating margin | 53 | % | 50 | % | 3 pts | 51 | % | 49 | % | 2 pts | |||||||||||||||||||||||||
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Adjusted operating margin(2)
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63 | % | 61 | % | 2 pts | 61 | % | 59 | % | 2 pts | |||||||||||||||||||||||||
| Other income/(expense), net | $ | (40) | $ | (412) | (90) | % | $ | (168) | $ | (93) | 80 | % | |||||||||||||||||||||||
| Income tax expense | $ | 1,063 | $ | 772 | 38 | % | $ | 286 | $ | 250 | 14 | % | |||||||||||||||||||||||
| Effective tax rate | 24 | % | 24 | % | - | 23 | % | 23 | % | - | |||||||||||||||||||||||||
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Net income attributable to ICE
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$ | 3,311 | $ | 2,464 | 34 | % | $ | 940 | $ | 816 | 15 | % | |||||||||||||||||||||||
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Adjusted net income attributable to ICE(2)
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$ | 3,548 | $ | 3,018 | 18 | % | $ | 1,136 | $ | 980 | 16 | % | |||||||||||||||||||||||
| Diluted earnings per share attributable to ICE common stockholders | $ | 5.85 | $ | 4.28 | 37 | % | $ | 1.67 | $ | 1.42 | 18 | % | |||||||||||||||||||||||
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Adjusted diluted earnings per share attributable to ICE common stockholders(2)
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$ | 6.27 | $ | 5.24 | 20 | % | $ | 2.02 | $ | 1.71 | 18 | % | |||||||||||||||||||||||
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Cash flows from operating activities
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$ | 4,486 | $ | 3,387 | 32 | % | |||||||||||||||||||||||||||||
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Free cash flow(3)
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$ | 3,822 | $ | 2,862 | 34 | % | |||||||||||||||||||||||||||||
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Adjusted free cash flow(3)
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$ | 3,728 | $ | 3,178 | 17 | % | |||||||||||||||||||||||||||||
(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 cash operations or core 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 $981 million and $354 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. See "-Exchanges Segment", "-Fixed Income and Data Services Segment" and "-Mortgage Technology Segment" below for a discussion of the significant changes in our revenues. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated revenues were higher by $54 million and lower by $4 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
•Operating expenses increased $207 million and $118 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. See "-Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. Due to fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses were higher by $8 million and lower by $1 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
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 1A "Risk Factors" included in our 2025 Form 10-K.
Segment Results
Our business is conducted through three reportable business segments: Exchanges, Fixed Income and Data Services and Mortgage Technology.
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 or 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, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change* | 2026 | 2025 | Change* | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Energy futures and options | $ | 1,935 | $ | 1,634 | 18 | % | $ | 603 | $ | 482 | 25 | % | |||||||||||||||||||||||
| Agricultural and metals futures and options | 251 | 180 | 40 | 83 | 51 | 62 | |||||||||||||||||||||||||||||
| Financial futures and options | 638 | 453 | 41 | 190 | 139 | 37 | |||||||||||||||||||||||||||||
| Futures and options | 2,824 | 2,267 | 25 | 876 | 672 | 31 | |||||||||||||||||||||||||||||
| Cash equities and equity options | 2,894 | 2,418 | 20 | 997 | 701 | 42 | |||||||||||||||||||||||||||||
| OTC and other | 325 | 298 | 9 | 112 | 99 | 13 | |||||||||||||||||||||||||||||
| Transaction and clearing, net | 6,043 | 4,983 | 21 | 1,985 | 1,472 | 35 | |||||||||||||||||||||||||||||
| Data and connectivity services | 856 | 765 | 12 | 292 | 264 | 10 | |||||||||||||||||||||||||||||
| Listings | 387 | 370 | 5 | 130 | 125 | 4 | |||||||||||||||||||||||||||||
| Revenues | 7,286 | 6,118 | 19 | 2,407 | 1,861 | 29 | |||||||||||||||||||||||||||||
|
Transaction-based expenses(1)
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2,499 | 2,071 | 21 | 865 | 596 | 45 | |||||||||||||||||||||||||||||
| Revenues, less transaction-based expenses | 4,787 | 4,047 | 18 | 1,542 | 1,265 | 22 | |||||||||||||||||||||||||||||
| Other operating expenses | 960 | 872 | 10 | 324 | 293 | 11 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 191 | 191 | - | 65 | 64 | 2 | |||||||||||||||||||||||||||||
| Acquisition-related transaction and integration costs | 3 | 1 | n/a | 1 | - | n/a | |||||||||||||||||||||||||||||
| Operating expenses | 1,154 | 1,064 | 8 | 390 | 357 | 9 | |||||||||||||||||||||||||||||
| Operating income | $ | 3,633 | $ | 2,983 | 22 | % | $ | 1,152 | $ | 908 | 27 | % | |||||||||||||||||||||||
| Recurring revenues | $ | 1,243 | $ | 1,135 | 9 | % | $ | 422 | $ | 389 | 8 | % | |||||||||||||||||||||||
| Transaction revenues, net | $ | 3,544 | $ | 2,912 | 22 | % | $ | 1,120 | $ | 876 | 28 | % | |||||||||||||||||||||||
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(1) Transaction-based expenses are largely attributable to our cash equities and options business.
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*Percentage changes in the table above deemed "n/a" are not meaningful.
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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 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 months ended September 30, 2026 and 2025, 27% and 24%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. For the three months ended September 30, 2026 and 2025, 25% and 22%, respectively, 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 $48 million and lower by $4 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
Our Exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $1.7 billion and $1.2 billion for the nine months ended September 30, 2026 and 2025, respectively, and $533 million and $372 million for the three months ended September 30, 2026 and 2025, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in rebates for the nine
and three months ended September 30, 2026 was primarily due to higher volumes traded as compared to the comparable periods in 2025.
•Energy Futures and Options: Total volume in our energy futures and options markets increased 9% and 18% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, and revenues increased 18% and 25% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
-Oil futures and options volume increased 9% and 19% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher Brent volume, driven by price volatility and supply uncertainty related to the conflict in the Middle East. Volume in other oil contracts also increased as market participants responded to actual and potential supply disruptions.
-Global natural gas futures and options volume increased 9% and 17% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher Dutch Natural Gas Title Transfer Facility Futures, or TTF, volume, reflecting increased use of TTF for proprietary trading and risk management, as well as geopolitical tensions affecting global supply and demand and TTF prices.
-Environmentals and other futures and options volume increased 9% and 10% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher power volume combined with higher emissions volume driven by political uncertainty and a sharp decline in European Union Allowance, or EUA, prices, which primarily affected the first quarter of 2026.
•Agricultural and Metals Futures and Options: Total volume in our agricultural and metals futures and options markets increased 40% and 57% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 40% and 62% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
-Sugar futures and options volume increased 40% and 75% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to price volatility due to a tighter global supply outlook driven by unfavorable weather conditions in key producing regions combined with the potential effect of El Niño on sugarcane harvests.
-Other agricultural and metal futures and options volume increased 40% and 44% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, primarily due to higher coffee and cocoa volume. Coffee volume increased due to continued price volatility. Cocoa volume increased due to weather-related supply concerns impacting both the near-term and long-term supply outlook.
•Financial Futures and Options: Total volume in our financial futures and options markets increased 44% and 45% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 41% and 37% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
-Interest rate futures and options volume increased 48% and 49% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 51% and 48% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase was primarily due to higher Euribor and SONIA volume. Euribor volume increased due to eurozone inflation concerns and uncertainty over the path of European Central Bank interest rates. SONIA volume increased as higher energy prices and inflation changed expectations for U.K. monetary policy.
-Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity indices, U.S. Dollar Index and foreign exchange products, increased 9% and 8% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 and revenues increased 14% and 9% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. For the nine month period, the increase was primarily due to volatility in China and emerging markets impacting the MSCI® volume combined with fee increases within our FTSE® indices. For the three-month period, the increase in revenues was primarily due to the FTSE® indices fee increases.
•Cash Equities and Equity Options: Cash equities volume increased 15% and decreased 2% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase in volume for the nine-month period was primarily due to higher industry volumes driven by geopolitical risks and higher retail participation. Cash equities revenues, net of transaction-based expenses, were $283 million and $233 million for the nine months ended September 30, 2026 and 2025, respectively, and $96 million and $69 million for the three months ended September 30, 2026 and 2025, respectively. The increase in revenue for the nine month period ended September 30, 2026 was primarily related to higher capture rate combined with higher industry volumes. The increase
in revenue for the three month period ended September 30, 2026 was primarily related to higher capture rate partially offset by lower industry volumes.
Equity options volume increased 32% and 29% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by higher industry volumes due to geopolitical risks. Equity options revenues, net of transaction-based expenses, were $112 million and $114 million for the nine months ended September 30, 2026 and 2025, respectively, and $36 million for both the three months ended September 30, 2026 and 2025. The decrease in revenue for the nine month period ended September 30, 2026 was primarily due to lower capture rate, partially offset by higher industry volumes, and revenues were flat for the three month period ended September 30, 2026 primarily due to lower capture rate offset by higher industry volumes.
•OTC and Other: OTC and other transactions include revenues from our OTC energy business and other trade confirmation services, as well as net interest income and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues increased 9% and 13% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase for both the nine and three month periods was primarily due to higher net interest income and fees on collateral balances, partially offset by lower exchange regulatory fees.
•Data and Connectivity Services: Our data and connectivity services revenues increased 12% and 10% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase in revenue was driven by strong customer retention, new customer additions and increased spending 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 5% and 4% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, 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, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Number of contracts traded (in millions): | |||||||||||||||||||||||||||||||||||
| Energy futures and options | 1,028 | 945 | 9 | % | 320 | 271 | 18 | % | |||||||||||||||||||||||||||
| Agricultural and metals futures and options | 114 | 82 | 40 | 38 | 25 | 57 | |||||||||||||||||||||||||||||
| Financial futures and options | 1,057 | 734 | 44 | 322 | 222 | 45 | |||||||||||||||||||||||||||||
|
Total
|
2,199 | 1,761 | 25 | % | 680 | 518 | 31 | % | |||||||||||||||||||||||||||
| Average daily volume of contracts traded (in thousands): | |||||||||||||||||||||||||||||||||||
| Energy futures and options | 5,496 | 5,052 | 9 | % | 4,988 | 4,239 | 18 | % | |||||||||||||||||||||||||||
| Agricultural and metals futures and options | 610 | 437 | 40 | 601 | 382 | 57 | |||||||||||||||||||||||||||||
| Financial futures and options | 5,517 | 3,835 | 44 | 4,891 | 3,380 | 45 | |||||||||||||||||||||||||||||
|
Total
|
11,623 | 9,324 | 25 | % | 10,480 | 8,001 | 31 | % | |||||||||||||||||||||||||||
|
Rate per contract:
|
|||||||||||||||||||||||||||||||||||
| Energy futures and options | $ | 1.88 | $ | 1.73 | 9 | % | $ | 1.89 | $ | 1.78 | 6 | % | |||||||||||||||||||||||
| Agricultural and metals futures and options | $ | 2.20 | $ | 2.21 | - | % | $ | 2.18 | $ | 2.12 | 3 | % | |||||||||||||||||||||||
| Financial futures and options | $ | 0.60 | $ | 0.61 | (2) | % | $ | 0.58 | $ | 0.62 | (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, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Open interest - in thousands of contracts: | |||||||||||||||||
| Energy futures and options | 66,233 | 63,695 | 4 | % | |||||||||||||
| Agricultural and metals futures and options | 4,824 | 3,380 | 43 | ||||||||||||||
| Financial futures and options | 44,414 | 35,040 | 27 | ||||||||||||||
|
Total
|
115,471 | 102,115 | 13 | % | |||||||||||||
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, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| NYSE cash equities (shares in millions): | |||||||||||||||||||||||||||||||||||
| Total cash handled volume (ADV) | 3,828 | 3,333 | 15 | % | 3,322 | 3,395 | (2) | % | |||||||||||||||||||||||||||
| Total cash market share matched | 19.8 | % | 19.0 | % | 0.8 pts | 19.3 | % | 18.9 | % | 0.4 pts | |||||||||||||||||||||||||
| NYSE equity options (contracts in thousands): | |||||||||||||||||||||||||||||||||||
| NYSE equity options volume (ADV) | 13,432 | 10,204 | 32 | % | 13,736 | 10,682 | 29 | % | |||||||||||||||||||||||||||
| Total equity options volume (ADV) | 64,327 | 53,989 | 19 | % | 63,810 | 55,840 | 14 | % | |||||||||||||||||||||||||||
| NYSE share of total equity options | 20.9 | % | 18.9 | % | 2 pts | 21.5 | % | 19.1 | % | 2.4 pts | |||||||||||||||||||||||||
| Revenue capture or rate per contract: | |||||||||||||||||||||||||||||||||||
| Cash equities rate per contract (per 100 shares) | $0.039 | $0.038 | 5 | % | $0.045 | $0.032 | 40 | % | |||||||||||||||||||||||||||
| Equity options rate per contract | $0.04 | $0.06 | (25) | % | $0.04 | $0.05 | (22) | % | |||||||||||||||||||||||||||
Handled volume represents the total number of shares of equity securities and ETFs 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 and ETFs 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 $571 million and $412 million for the nine months ended September 30, 2026 and 2025, respectively, and $283 million for the three months ended September 30, 2026. We did not incur any Section 31 fees for the three months ended September 30, 2025 due to the SEC setting the fee rate to zero beginning in May 2025, after the full fiscal year 2025 appropriation had been collected. The SEC reinstated the fee rate in April 2026. The increase in Section 31 fees for the nine and three month periods ended September 30, 2026 was primarily due to higher volumes and the impact of the fee rate described above. The fees we collect are included in cash at the time of receipt and we remit the amounts to the SEC twice a year as required. The total amount of Section 31 fees payable is included in current liabilities and was $94 million as of September 30, 2026.
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 $1.9 billion and $1.7 billion for the nine months ended September 30, 2026 and 2025, respectively, and $582 million and $596 million for the three months ended September 30, 2026 and 2025, respectively. The increase for the nine month period ended September 30, 2026 was primarily due to higher volumes traded partially offset by higher capture rate within the cash equities exchanges. The decrease for the three month period ended September 30, 2026 was due to higher capture rate within the cash equities exchanges partially offset by higher volumes.
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, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Operating expenses | $ | 1,154 | $ | 1,064 | 8 | % | $ | 390 | $ | 357 | 9 | % | |||||||||||||||||||||||
|
Adjusted operating expenses(1)
|
$ | 1,105 | $ | 1,012 | 9 | % | $ | 373 | $ | 341 | 10 | % | |||||||||||||||||||||||
|
Operating income
|
$ | 3,633 | $ | 2,983 | 22 | % | $ | 1,152 | $ | 908 | 27 | % | |||||||||||||||||||||||
|
Adjusted operating income(1)
|
$ | 3,682 | $ | 3,035 | 21 | % | $ | 1,169 | $ | 924 | 26 | % | |||||||||||||||||||||||
|
Operating margin
|
76 | % | 74 | % | 2 pts | 75 | % | 72 | % | 3 pts | |||||||||||||||||||||||||
|
Adjusted operating margin(1)
|
77 | % | 75 | % | 2 pts | 76 | % | 73 | % | 3 pts | |||||||||||||||||||||||||
|
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
|
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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 or 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, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change* | 2026 | 2025 | Change* | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Fixed income execution | $ | 96 | $ | 96 | - | % | $ | 34 | $ | 33 | 5 | % | |||||||||||||||||||||||
| CDS clearing | 297 | 266 | 11 | 102 | 90 | 12 | |||||||||||||||||||||||||||||
| Fixed income data and analytics | 991 | 916 | 8 | 336 | 311 | 8 | |||||||||||||||||||||||||||||
| Fixed income and credit | 1,384 | 1,278 | 8 | 472 | 434 | 9 | |||||||||||||||||||||||||||||
| Data and network technology | 592 | 533 | 11 | 202 | 184 | 10 | |||||||||||||||||||||||||||||
|
Revenues
|
1,976 | 1,811 | 9 | 674 | 618 | 9 | |||||||||||||||||||||||||||||
|
Other operating expenses
|
900 | 850 | 6 | 313 | 286 | 9 | |||||||||||||||||||||||||||||
|
Depreciation and amortization
|
260 | 256 | 1 | 89 | 86 | 3 | |||||||||||||||||||||||||||||
|
Acquisition-related transaction and integration costs
|
28 | 2 | n/a | 27 | 2 | n/a | |||||||||||||||||||||||||||||
|
Operating expenses
|
1,188 | 1,108 | 7 | 429 | 374 | 15 | |||||||||||||||||||||||||||||
| Operating income | $ | 788 | $ | 703 | 12 | % | $ | 245 | $ | 244 | 1 | % | |||||||||||||||||||||||
| Recurring revenues | $ | 1,583 | $ | 1,449 | 9 | % | $ | 538 | $ | 495 | 9 | % | |||||||||||||||||||||||
| Transaction revenues | $ | 393 | $ | 362 | 9 | % | $ | 136 | $ | 123 | 10 | % | |||||||||||||||||||||||
|
*Percentage changes in the table above deemed "n/a" are not meaningful.
|
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In the table above, we consider fixed income data and analytics revenues and data and network technology revenues to be recurring revenues.
For each of the nine and three months ended September 30, 2026 and 2025, 10% 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 $6 million and were flat for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
Fixed Income and Data Services Revenues
Our Fixed Income and Data Services revenues increased 9% for both the nine and three months ended September 30, 2026 from the comparable periods in 2025, primarily due to strength in our fixed income data and analytics products and our data and network technology portfolio, and our CDS clearing business.
•Fixed Income Execution: Fixed income execution includes revenues from ICE Bonds. Execution fees are reported net of rebates, which were $7 million for both the nine months ended September 30, 2026 and 2025, and $3 million for both the three months ended September 30, 2026 and 2025. Our fixed income execution revenues were flat for the nine months ended September 30, 2026 from the comparable period in 2025. Our fixed income execution revenues increased 5% for the three months ended September 30, 2026 from the comparable period in 2025 primarily due to increased execution volume amid market volatility and the interest rate environment.
•CDS Clearing: CDS clearing revenues increased 11% and 12% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. Clearing fees are reported net of rebates, which were $9 million and $5 million for the nine months ended September 30, 2026 and 2025, respectively, and $6 million and $3 million for the three months ended September 30, 2026 and 2025, respectively. The notional value of CDS cleared was $24.9 trillion and $19.7 trillion for the nine months ended September 30, 2026 and 2025, respectively, and $8.8 trillion and $7.0 trillion for the three months ended September 30, 2026 and 2025, respectively. The increase in revenues was primarily due to higher clearing volumes driven by elevated market volatility from geopolitical events during the period.
•Fixed Income Data and Analytics: Our fixed income data and analytics revenues increased 8% for both the nine and three months ended September 30, 2026 from the comparable periods in 2025 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 11% and 10% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, 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 revenues, 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, 2026, ASV was $2.107 billion, which increased 7.7% compared to the ASV as of September 30, 2025. 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, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Operating expenses | $ | 1,188 | $ | 1,108 | 7 | % | $ | 429 | $ | 374 | 15 | % | |||||||||||||||||||||||
|
Adjusted operating expenses(1)
|
$ | 1,061 | $ | 995 | 6 | % | $ | 365 | $ | 336 | 8 | % | |||||||||||||||||||||||
|
Operating income
|
$ | 788 | $ | 703 | 12 | % | $ | 245 | $ | 244 | 1 | % | |||||||||||||||||||||||
|
Adjusted operating income(1)
|
$ | 915 | $ | 816 | 12 | % | $ | 309 | $ | 282 | 10 | % | |||||||||||||||||||||||
|
Operating margin
|
40 | % | 39 | % | 1 pt | 36 | % | 39 | % | (3 pts) | |||||||||||||||||||||||||
|
Adjusted operating margin(1)
|
46 | % | 45 | % | 1 pt | 46 | % | 45 | % | 1 pt | |||||||||||||||||||||||||
|
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
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Mortgage Technology Segment
The following charts and table present our selected statements of income data for our Mortgage Technology 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 or 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, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
|
Revenues:
|
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| Origination technology | $ | 578 | $ | 550 | 5 | % | $ | 189 | $ | 188 | 1 | % | |||||||||||||||||||||||
| Closing solutions | 182 | 163 | 12 | 60 | 58 | 4 | |||||||||||||||||||||||||||||
| Servicing software | 677 | 657 | 3 | 229 | 216 | 6 | |||||||||||||||||||||||||||||
| Data and analytics | 208 | 199 | 4 | 71 | 66 | 6 | |||||||||||||||||||||||||||||
|
Revenues
|
1,645 | 1,569 | 5 | 549 | 528 | 4 | |||||||||||||||||||||||||||||
|
Other operating expenses
|
808 | 791 | 2 | 270 | 262 | 3 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 721 | 724 | - | 245 | 237 | 3 | |||||||||||||||||||||||||||||
| Acquisition-related transaction and integration costs | 71 | 48 | 50 | 21 | 7 | 250 | |||||||||||||||||||||||||||||
|
Operating expenses
|
1,600 | 1,563 | 2 | 536 | 506 | 6 | |||||||||||||||||||||||||||||
| Operating income | $ | 45 | $ | 6 | 603 | % | $ | 13 | $ | 22 | (43) | % | |||||||||||||||||||||||
| Recurring revenues | $ | 1,212 | $ | 1,183 | 3 | % | $ | 405 | $ | 391 | 4 | % | |||||||||||||||||||||||
| Transaction revenues | $ | 433 | $ | 386 | 12 | % | $ | 144 | $ | 137 | 4 | % | |||||||||||||||||||||||
In the table above, we consider subscription fees and certain other revenues 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 5% and 4% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to higher origination volumes, revenue contributions from new client implementations, and renewal expansions with existing customers that drove broader product adoption.
•Origination technology: Our origination technology revenues increased 5% and 1% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by origination volume impacting Encompass and Encompass network revenues and renewal expansions of existing customers. 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. Revenues from the Encompass network are largely transaction-based.
•Closing solutions: Our closing solutions revenues increased 12% and 4% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by higher industry volume impacting MERSCORP Holdings, Inc., or MERS, and Simplifile. Revenues from closing solutions are largely transaction-based, driven by the volume of loans closed.
•Servicing software: Our servicing software revenues increased 3% and 6% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by MSP new client implementations, contractual price increases, renewal expansions and default management revenues, primarily due to higher foreclosure transactions and loss mitigation revenue. This was partially offset by loan count declines related to customer merger and acquisition activity. Revenues from servicing solutions are primarily subscription-based and recurring in nature based on number of loans serviced, whereas revenues from default servicing solutions, which is a smaller portion of overall servicing software revenues, are largely transaction-based, driven by foreclosure volume.
•Data and analytics: Our data and analytics revenues increased 4% and 6% for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025, driven by continued adoption of data solutions and increased purchases by existing customers. Revenues related to our data and analytics products are largely subscription-based and recurring in nature with a smaller portion transaction-based in nature.
Operating Expenses, Operating Income and Operating Margin
The following chart summarizes our Mortgage Technology 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.
| Mortgage Technology Segment: | Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Operating expenses | $ | 1,600 | $ | 1,563 | 2 | % | $ | 536 | $ | 506 | 6 | % | |||||||||||||||||||||||
|
Adjusted operating expenses(1)
|
$ | 975 | $ | 921 | 6 | % | $ | 330 | $ | 304 | 8 | % | |||||||||||||||||||||||
| Operating income | $ | 45 | $ | 6 | 603 | % | $ | 13 | $ | 22 | (43) | % | |||||||||||||||||||||||
|
Adjusted operating income(1)
|
$ | 670 | $ | 648 | 3 | % | $ | 219 | $ | 224 | (2) | % | |||||||||||||||||||||||
| Operating margin | 3 | % | - | % | 3 pts | 2 | % | 4 | % | (2 pts) | |||||||||||||||||||||||||
|
Adjusted operating margin(1)
|
41 | % | 41 | % | - | 40 | % | 42 | % | (2 pts) | |||||||||||||||||||||||||
|
(1) The adjusted figures exclude items that are not reflective of our cash operations or core business performance. These adjusted figures are not calculated in accordance with U.S. GAAP. See "-Non-GAAP Financial Measures" below.
|
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Consolidated Operating Expenses
The following presents our consolidated operating expenses (dollars in millions):
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
|
Compensation and benefits
|
$ | 1,540 | $ | 1,463 | 5 | % | $ | 526 | $ | 483 | 9 | % | |||||||||||||||||||||||
|
Professional services
|
109 | 120 | (9) | 37 | 39 | (4) | |||||||||||||||||||||||||||||
|
Acquisition-related transaction and integration costs
|
102 | 51 | 101 | 49 | 9 | 500 | |||||||||||||||||||||||||||||
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Technology and communication
|
725 | 647 | 12 | 245 | 219 | 12 | |||||||||||||||||||||||||||||
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Rent and occupancy
|
72 | 64 | 11 | 25 | 23 | 4 | |||||||||||||||||||||||||||||
|
Selling, general and administrative
|
222 | 219 | 2 | 74 | 77 | (3) | |||||||||||||||||||||||||||||
|
Depreciation and amortization
|
1,172 | 1,171 | - | 399 | 387 | 3 | |||||||||||||||||||||||||||||
|
Total operating expenses
|
$ | 3,942 | $ | 3,735 | 6 | % | $ | 1,355 | $ | 1,237 | 10 | % | |||||||||||||||||||||||
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 data and mortgage technology sales commissions 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 year-to-year based on the type and level of our acquisitions, integration of acquisitions and other investments.
During both the nine and three months ended September 30, 2026, 8% of our operating expenses were billed in pounds sterling or euros. During both the nine and three months ended September 30, 2025, 9% 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 $8 million and lower by $1 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025.
Compensation and Benefits Expenses
Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, stock-based compensation, certain severance costs, benefits and employer taxes. The bonus and certain 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. Our employee headcount at the end of each period is included in the table below.
| As of September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Employee headcount | 12,842 | 12,844 | - | % | |||||||||||||
Compensation and benefits expense increased $77 million and $43 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase was primarily due to merit-related pay increases, increases in the bonus accrual and stock-based compensation due to higher performance against target and the impact of the qualifying retirement provision, partially offset by higher capitalized labor.
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 decreased $11 million and $2 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to lower NYSE regulatory consulting fees.
Acquisition-Related Transaction and Integration Costs
We incurred $102 million and $51 million in acquisition-related transaction and integration costs during the nine months ended September 30, 2026 and 2025, respectively, and $49 million and $9 million during the three months ended September 30, 2026 and 2025, respectively. The increase is due to acquisition-related costs, primarily consisting of the bridge facility expenses, incurred during the three months ended September 30, 2026 related to the pending MarketAxess acquisition and an increase in integration costs from the Black Knight acquisition.
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 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 communication 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 communication expenses increased $78 million and $26 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to increases in data center space, price increases on annual hardware and software maintenance contracts, and an increase in our revenue share license expenses.
Rent and Occupancy Expenses
Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in the U.S., U.K., and India, with smaller offices located throughout the world.
Rent and occupancy expenses increased $8 million and $2 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to additional leased offices in India and Texas and lower sublease income.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs.
Selling, general and administrative expenses increased $3 million and decreased $3 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025. The increase for the nine month period was primarily due to higher employee travel and higher bank service charges at our clearing houses from higher collateral balances partially offset by a $10 million reversal of a previously recorded regulatory matter accrual. The decrease for the three month period was primarily due to lower customer acquisition costs at the NYSE due to the timing of initial public offering activity.
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 and databases, trademarks, trade names and trading products.
We recorded amortization expenses on intangible assets acquired as part of our acquisitions, as well as on other intangible assets of $713 million and $756 million for the nine months ended September 30, 2026 and 2025, respectively, and $239 million and $250 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was primarily related to certain intangible assets acquired in our 2015 and 2020 acquisitions becoming fully amortized in 2025.
We recorded depreciation expenses on our fixed assets of $459 million and $415 million for the nine months ended September 30, 2026 and 2025, respectively, and $160 million and $137 million for the three months ended September 30, 2026 and 2025, respectively. The increase was primarily due to higher depreciation of internally developed software assets.
Consolidated Non-Operating Income/(Expense)
Income and expenses incurred through activities outside of our core operations are considered non-operating. The following table presents our non-operating income/(expenses) (dollars in millions):
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||||||||||||||
|
Interest income
|
$ | 94 | $ | 92 | 1 | % | $ | 43 | $ | 28 | 53 | % | |||||||||||||||||||||||
|
Interest expense
|
(630) | (599) | 5 | (222) | (192) | 15 | |||||||||||||||||||||||||||||
| Other income, net | 496 | 95 | 421 | 11 | 71 | (84) | |||||||||||||||||||||||||||||
|
Total other income/(expense), net
|
$ | (40) | $ | (412) | (90) | % | $ | (168) | $ | (93) | 80 | % | |||||||||||||||||||||||
|
Net income attributable to non-controlling interests
|
$ | (52) | $ | (44) | 18 | % | $ | (16) | $ | (15) | 5 | % | |||||||||||||||||||||||
Interest Income
Interest income increased during the nine and three months ended September 30, 2026 from the same periods in 2025 due to the following:
•During the nine and three months ended September 30, 2026, we earned $16 million in interest income on the proceeds from the August 2026 $3.75 billion senior note issuance in connection with the MarketAxess acquisition.
•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 May 2025 Notes at their maturity. As the short-term investments matured in May 2025 in conjunction with the maturity of the May 2025 Notes, no interest income was earned for the three months ended September 30, 2025 related to these investments.
•The remainder primarily relates to interest income earned from our clearing houses and, to a lesser extent, interest earned on various unrestricted and restricted cash balances held within our group entities.
Interest Expense
Interest expense increased during the nine and three months ended September 30, 2026 from the same periods in 2025 due to the following:
•Interest expense incurred on our senior notes was $573 million and $565 million during the nine months ended September 30, 2026 and 2025, respectively, and $206 million and $182 million during the three months ended September 30, 2026 and 2025, respectively. The increase during the nine month period was due to the senior notes issued in November 2025 and August 2026, partially offset by repayment of the senior notes at maturity in May and December 2025. The increase during the three month period ended September 30, 2026 was due to the senior notes issued in November 2025 and August 2026, partially offset by repayment of the senior notes at maturity in December 2025.
•Interest expense incurred on borrowings under our Commercial Paper program was $46 million and $23 million during the nine months ended September 30, 2026 and 2025, respectively, and $13 million and $6 million during the three months ended September 30, 2026 and 2025, respectively. The increase was primarily due to higher outstanding commercial paper borrowings during the period.
•The remainder primarily relates to the commitment fees and interest incurred on maintaining our Credit Facility and other facilities within our group entities.
Other Income/(Expense), net
Equity and Equity Method Investments
For our equity investments without readily determinable fair values, during the nine months ended September 30, 2026 and 2025, we recorded $390 million and $35 million, respectively, of fair value gains. The gain for the nine months ended September 30, 2026 was primarily related to our investment in Polymarket preferred stock, related to identifying observable price changes in our investments, substantially all of which was recognized during the three months ended March 31, 2026.
During the nine months ended September 30, 2026, we recognized an unrealized fair value gain on our Bakkt investment of $62 million, all of which was recognized during the three months ended June 30, 2026.
Our equity method investments include OCC and our Polymarket common share investment, among others. During the nine months ended September 30, 2026 and 2025, we recognized income of $59 million and $75 million as our share of estimated equity method investment income, net, respectively. During the three months ended September 30, 2026 and 2025, we recognized income of $16 million and $40 million as our share of estimated equity method investment income, net, respectively. The decrease for the nine months ended September 30, 2026 was primarily related to our share of net losses of Bakkt recorded when the investment was classified as an equity method investment, partially offset by an increase in net income of OCC. The decrease for the three months ended September 30, 2026 was primarily related to a decrease in net income of OCC.
Other
We incurred foreign currency transaction losses of $12 million and $15 million for the nine months ended September 30, 2026 and 2025, respectively, and $4 million and $2 million for the three months ended September 30, 2026 and 2025, respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. Foreign currency transaction gains and losses are recorded in other income/(expense), net, when the settlement of foreign currency assets, liabilities and payables occur in non-functional currencies and there is an increase or decrease in the period-end foreign currency exchange rates between periods.
Non-controlling Interests
Net income attributable to non-controlling interests increased $8 million and $1 million for the nine and three months ended September 30, 2026, respectively, from the comparable periods in 2025 primarily due to higher net income at our non wholly-owned CDS clearing subsidiary.
Consolidated Income Tax Provision
Consolidated income tax expense was $1.1 billion and $772 million for the nine months ended September 30, 2026 and 2025, respectively, and $286 million and $250 million for the three months ended September 30, 2026 and 2025, respectively. The change in consolidated income tax expense between periods was primarily due to higher pre-tax income in the current period.
Our effective tax rate was 24% during both the nine months ended September 30, 2026 and 2025. Our effective tax rate was 23% during both the three months ended September 30, 2026 and 2025. The effective tax rates for these comparable periods remained relatively consistent with a mix of discrete items in each period including deferred tax movements resulting from state tax law and apportionment changes, audit settlements related to prior years, and other tax adjustments.
The OECD Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15%, are intended to apply to tax years beginning in 2024. The EU member states and many other countries, including the U.K., our most significant non-U.S. jurisdiction, have committed to implement or have already enacted legislation adopting the Pillar Two rules. In July 2023, the U.K. enacted the U.K. Finance Act 2023, effective as of January 1, 2024, which included provisions to implement certain portions of the Pillar Two minimum tax rules and included an election to apply a transitional safe harbor to extend certain effective dates to accounting periods commencing on or before December 31, 2026 and ending on or before June 30, 2028. In January 2026, the OECD released a comprehensive package of administrative guidance implementing the G7's June 2025 political agreement on a "Side-by-Side" system. This system, if implemented by each relevant jurisdiction, will apply for accounting periods beginning on or after January 1, 2026, and will effectively exempt U.S. parented groups from the main international components of Pillar Two. These Pillar Two rules did not have a material impact on our financial statements as of September 30, 2026 or December 31, 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, 2026 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):
| Nine Months Ended September 30, 2026 | Three Months Ended September 30, 2026 | ||||||||||||||||||||||
| Pound Sterling | Euro | Pound Sterling | Euro | ||||||||||||||||||||
| Average exchange rate to the U.S. dollar in the current year period | 1.3450 | 1.1614 | 1.3445 | 1.1508 | |||||||||||||||||||
| Average exchange rate to the U.S. dollar in the same period in the prior year | 1.3150 | 1.1186 | 1.3488 | 1.1689 | |||||||||||||||||||
| Average exchange rate increase/(decrease) | 2 | % | 4 | % | - | % | (2) | % | |||||||||||||||
| Foreign denominated percentage of: | |||||||||||||||||||||||
| Exchanges segment revenues, less transaction-based expenses | 13 | % | 14 | % | 12 | % | 13 | % | |||||||||||||||
| Fixed income and data services segment revenues | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||||||||
| Mortgage technology segment revenues | - | % | - | % | - | % | - | % | |||||||||||||||
| Revenues, less transaction-based expenses | 9 | % | 9 | % | 8 | % | 8 | % | |||||||||||||||
| Operating expenses | 6 | % | 2 | % | 6 | % | 2 | % | |||||||||||||||
| Operating income | 10 | % | 15 | % | 10 | % | 14 | % | |||||||||||||||
|
Impact of the currency fluctuations(1) on:
|
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| Exchanges segment revenues, less transaction-based expenses | $ | 16 | $ | 32 | $ | (1) | $ | (3) | |||||||||||||||
| Fixed income and data services segment revenues | 2 | 4 | - | - | |||||||||||||||||||
| Mortgage technology segment revenues | - | - | - | - | |||||||||||||||||||
| Total revenues, less transaction-based expenses | $ | 18 | $ | 36 | $ | (1) | $ | (3) | |||||||||||||||
| Operating expenses | 6 | 2 | - | (1) | |||||||||||||||||||
| Operating income | $ | 12 | $ | 34 | $ | (1) | $ | (2) | |||||||||||||||
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(1) Represents the impact of currency fluctuation for the nine and three months ended September 30, 2026 compared to the same periods in the prior year.
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During the nine and three months ended September 30, 2026, 18% and 16%, respectively, of our consolidated revenues, less transaction-based expenses were billed in pounds sterling or euros. During both the nine and three months ended September 30, 2025, 15% of our consolidated revenues, less transaction-based expenses were billed in pounds sterling or euros.
During both the nine and three months ended September 30, 2026, 8% of our operating expenses were billed in pounds sterling or euros. During both the nine and three months ended September 30, 2025, 9% of our operating expenses were billed 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.
Consolidated cash and cash equivalents were $936 million and $837 million as of September 30, 2026 and December 31, 2025, respectively. We had $4.5 billion and $988 million in short-term and long-term restricted cash and cash equivalents as of September 30, 2026 and December 31, 2025, respectively. The increase in restricted cash and cash equivalents is primarily due to the net proceeds from the senior notes issued in August 2026, which are restricted for use in funding the purchase price of the MarketAxess acquisition. We had $1.1 billion and $770 million in short-term and long-term restricted investments as of September 30, 2026 and December 31, 2025, respectively. We had $113.3 billion and $76.8 billion of cash and cash equivalent margin deposits and guaranty funds as of September 30, 2026 and December 31, 2025, respectively.
As of September 30, 2026, the amount of unrestricted cash held by our non-U.S. subsidiaries was $489 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 for 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. For tax years beginning after December 31, 2025, the Net CFC Tested Income regime replaces the Global Intangible Low-Taxed Income regime under provisions of the One Big Beautiful Bill Act, or OBBBA, and largely mirrors the Global Intangible Low-Taxed Income regime, including the availability of the high tax exception. We intend to apply the high tax exception to Net CFC Tested Income for 2026 and, therefore, the majority of our foreign earnings in 2026 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, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by/(used in): | |||||||||||
|
Operating activities
|
$ | 4,486 | $ | 3,387 | |||||||
|
Investing activities
|
(1,196) | (1,167) | |||||||||
|
Financing activities
|
36,807 | (932) | |||||||||
|
Effect of exchange rate changes
|
(15) | 30 | |||||||||
| Net increase in cash, cash equivalents, restricted cash and cash equivalents, and cash and cash equivalent margin deposits and guaranty funds | $ | 40,082 | $ | 1,318 | |||||||
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, fair value gains and losses and the effects of changes in working capital.
The $1.1 billion increase in net cash provided by operating activities during the nine months ended September 30, 2026 from the comparable period in 2025 was primarily driven by the following:
•An increase in net income of $855 million which was primarily driven by higher Exchanges segment revenues during the nine months ended September 30, 2026 and an increase in non-cash fair value gains of $417 million primarily from our Polymarket and Bakkt investments;
•An increase of $119 million in other non-cash adjustments to net income which was primarily driven by an increase in stock-based compensation due to higher performance against target and the impact of the qualifying retirement provision as well as the deferred tax impact from the fair value gain on the Polymarket investment; and
•An increase in changes in working capital accounts of $542 million primarily due to tax refunds received during 2026, the net impact of the resumption of Section 31 fees, and from timing of payments and cash receipts.
Investing Activities
The $29 million increase in cash used in investing activities during the nine months ended September 30, 2026 from the comparable period in 2025 was primarily driven by the following:
•During the nine months ended September 30, 2026, we had net proceeds of $740 million from the maturity of invested margin deposits compared to net purchases of $827 million during the nine months ended September 30, 2025. These amounts fluctuate based on clearing house treasury investment activity related to collateral and liquidity management;
•An increase in cash paid for equity investments of $853 million primarily from our Polymarket and OKX investments;
•We had net purchases of restricted investments of $363 million during the nine months ended September 30, 2026 compared to net proceeds from the maturity of restricted investments of $219 million for the nine months ended September 30, 2025; and
•Capital expenditures and capitalized software development costs increased $139 million driven by increases in hardware and network equipment combined with increased capitalized software development costs.
Financing Activities
The $37.7 billion increase in cash provided by financing activities during the nine months ended September 30, 2026 from the comparable period in 2025 was primarily driven by the following:
•The change in cash and cash equivalent margin deposits and guaranty fund liability increased $33.5 billion due to increased volatility;
•During the nine months ended September 30, 2026, we had net proceeds of $3.7 billion from the issuance of senior notes to finance the MarketAxess acquisition. During the nine months ended September 30, 2025, we repaid $1.3 billion of the senior notes that matured in May 2025;
•Cash paid for repurchases of common stock increased $708 million during the nine months ended September 30, 2026 from the comparable period in 2025; and
•Dividends paid to stockholders increased $53 million primarily due to the increase in the dividend per share in 2026 as compared to 2025.
Debt
As of September 30, 2026, we had $23.3 billion in outstanding debt, consisting of $22.3 billion of senior notes and $1.0 billion under our Commercial Paper Program. As of September 30, 2026, our senior notes of $22.3 billion have a weighted average maturity of 12 years and a weighted average cost of 3.9% per annum. As of September 30, 2026 our commercial paper notes had original maturities ranging from 1 to 28 days with a weighted average interest rate of 4.2% per annum and a weighted average remaining maturity of 20 days.
We have a $3.9 billion Credit Facility with future capacity to increase our borrowings by an additional $1.25 billion. On August 20, 2026, we amended the Credit Facility to extend the maturity date for $3.67 billion of commitments to August 20, 2031, with up to two one-year extension options, subject to the consent of the extending lenders and certain other conditions, while the remaining $230 million of commitments retain the May 31, 2029 maturity date. In connection with our pending MarketAxess acquisition, we also established a new class of $1.5 billion of revolving commitments under the Credit Facility that may be borrowed in connection with our pending MarketAxess acquisition. The total aggregate amount of revolving commitments under the Credit Facility, inclusive of the $1.5 billion that may be borrowed in connection with our pending MarketAxess acquisition, was $3.9 billion as of September 30, 2026. As of September 30, 2026, of the $3.9 billion that was available for borrowing under the Credit Facility, $1.0 billion was required to back-stop the amount outstanding under our Commercial Paper Program and $168 million was required to support certain broker-dealer and other subsidiary commitments. The remaining $2.8 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.
On August 20, 2026, we issued $3.75 billion in aggregate principal amount of senior notes due 2029, 2031, 2033 and 2036, with the net proceeds intended to fund, in part, the purchase price of the pending MarketAxess acquisition. The 2033 and 2036 notes are subject to a special mandatory redemption if the acquisition is not consummated by the applicable outside date. Net proceeds from the notes are separately invested and recorded as short-term restricted cash and cash equivalents on our consolidated balance sheet as of September 30, 2026.
We also entered into a $2.0 billion delayed draw term loan facility, or the Term Loan, to help finance a portion of the MarketAxess acquisition and refinance certain existing MarketAxess indebtedness. No amounts had been drawn under the Term Loan as of September 30, 2026. Refer to Note 3 for further information on the acquisition.
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.
For additional details of our debt instruments, refer to Note 8 to our unaudited consolidated financial statements, included in this Quarterly Report, and Note 10 to our consolidated financial statements included in our 2025 Form 10-K.
Capital Return
Stock Repurchase Program
In December 2025, our Board approved an aggregate of $3.0 billion for future repurchases of our common stock with no fixed expiration date that became effective January 1, 2026. 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 July 2026, our Board approved an increase in the aggregate amount authorized for repurchases under the current program to $4.0 billion, effective July 1, 2026.
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.
In December 2025, we entered into a new Rule 10b5-1 trading plan that became effective on January 1, 2026. During the nine and three months ended September 30, 2026, we repurchased a total of 10.5 million and 2.7 million shares at a cost of $1.6 billion and $400 million, respectively. Of these shares, during the nine and three months ended September 30, 2026, 3.7 million and 0.3 million shares were purchased on the open market at a cost of $550 million and $50 million, respectively, during an open trading period and the remainder under our 10b5-1 trading plan. During the nine and three months ended September 30, 2025, we repurchased a total of 5.1 million and 2.2 million, respectively, shares at a cost of $894 million and $398 million, respectively.
As of September 30, 2026, the remaining balance of Board approved funds for future repurchases was $3.6 billion.
Dividends
During the nine months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $1.56 and $1.44, respectively, for an aggregate payout of $884 million and $831 million, respectively, which includes the payment of dividend equivalents on vested employee restricted stock units. During the three months ended September 30, 2026 and 2025, we declared and paid cash dividends per share of $0.52 and $0.48, respectively, for an aggregate payout of $293 million and $276 million, respectively.
Future Capital Requirements
Our future capital requirements will depend on many factors, including the rate of growth across our segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases.
We currently expect to incur capital expenditures (including operational and real estate capital expenditures) and to incur software development costs that are eligible for capitalization of approximately $1.1 billion in 2026, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.
As of September 30, 2026, we had $3.6 billion authorized for future repurchases of our common stock. Refer to "-Capital Return" above 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 29, 2026, we announced a $0.52 per share dividend for the fourth quarter of 2026 with the dividend payable on December 31, 2026 to stockholders of record as of December 16, 2026.
Other than the facilities for the ICE Clearing Houses, our Credit Facility, Commercial Paper Program, and the delayed draw Term Loan are currently the only significant agreements or arrangements that we have for liquidity and capital resources with third parties. See Notes 8 and 12 to our consolidated financial statements included in this Quarterly Report for further discussion. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be favorable to us. See "-Debt" above.
Non-GAAP Measures
Non-GAAP Financial Measures
We use certain financial measures internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP measures. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.
We use these measures in communicating certain aspects of our results and performance, including in this Quarterly Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for making period-to-period comparisons of results because the adjustments to GAAP are not reflective of our core business performance.
These financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Quarterly Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.
The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE, and adjusted diluted earnings per share attributable to ICE common stockholders, which are non-GAAP measures that are calculated by making adjustments for items we view as not reflective of our cash operations or 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: | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
|
Total revenues, less transaction-based expenses
|
$ | 4,787 | $ | 4,047 | $ | 1,976 | $ | 1,811 | $ | 1,645 | $ | 1,569 | $ | 8,408 | $ | 7,427 | |||||||||||||||||||||||||||||||
|
Operating expenses
|
1,154 | 1,064 | 1,188 | 1,108 | 1,600 | 1,563 | 3,942 | 3,735 | |||||||||||||||||||||||||||||||||||||||
| Less: Amortization of acquisition-related intangibles | 49 | 48 | 109 | 113 | 555 | 594 | 713 | 755 | |||||||||||||||||||||||||||||||||||||||
| Less: Transaction and integration costs | - | - | 28 | - | 70 | 48 | 98 | 48 | |||||||||||||||||||||||||||||||||||||||
| Less/(Add): Regulatory matters | - | 4 | (10) | - | - | - | (10) | 4 | |||||||||||||||||||||||||||||||||||||||
|
Adjusted operating expenses
|
$ | 1,105 | $ | 1,012 | $ | 1,061 | $ | 995 | $ | 975 | $ | 921 | $ | 3,141 | $ | 2,928 | |||||||||||||||||||||||||||||||
| Operating income | $ | 3,633 | $ | 2,983 | $ | 788 | $ | 703 | $ | 45 | $ | 6 | $ | 4,466 | $ | 3,692 | |||||||||||||||||||||||||||||||
| Adjusted operating income | $ | 3,682 | $ | 3,035 | $ | 915 | $ | 816 | $ | 670 | $ | 648 | $ | 5,267 | $ | 4,499 | |||||||||||||||||||||||||||||||
|
Operating margin
|
76 | % | 74 | % | 40 | % | 39 | % | 3 | % | - | % | 53 | % | 50 | % | |||||||||||||||||||||||||||||||
|
Adjusted operating margin
|
77 | % | 75 | % | 46 | % | 45 | % | 41 | % | 41 | % | 63 | % | 61 | % | |||||||||||||||||||||||||||||||
| Net income adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to ICE | $ | 3,311 | $ | 2,464 | |||||||||||||||||||||||||||||||||||||||||||
| Add: Amortization of acquisition-related intangibles | 713 | 755 | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Transaction and integration costs | 98 | 48 | |||||||||||||||||||||||||||||||||||||||||||||
| (Less)/Add: Regulatory matters | (10) | 4 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income from unconsolidated investees | (59) | (75) | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Fair value adjustments of equity investments | (452) | (35) | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Net interest expense on pre-acquisition-related debt | 6 | - | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Income tax effect for the above items | (77) | (180) | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Deferred tax adjustments on acquisition-related intangibles | 18 | 45 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Other tax adjustments | - | (8) | |||||||||||||||||||||||||||||||||||||||||||||
| Adjusted net income attributable to ICE | $ | 3,548 | $ | 3,018 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share attributable to ICE common stockholders | $ | 5.85 | $ | 4.28 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted earnings per share attributable to ICE common stockholders | $ | 6.27 | $ | 5.24 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 566 | 576 | |||||||||||||||||||||||||||||||||||||||||||||
| Exchanges Segment | Fixed Income and Data Services Segment | Mortgage Technology Segment | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income adjustments: | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
|
Total revenues, less transaction-based expenses
|
$ | 1,542 | $ | 1,265 | $ | 674 | $ | 618 | $ | 549 | $ | 528 | $ | 2,765 | $ | 2,411 | |||||||||||||||||||||||||||||||
|
Operating expenses
|
390 | 357 | 429 | 374 | 536 | 506 | 1,355 | 1,237 | |||||||||||||||||||||||||||||||||||||||
| Less: Amortization of acquisition-related intangibles | 17 | 16 | 36 | 38 | 186 | 195 | 239 | 249 | |||||||||||||||||||||||||||||||||||||||
| Less: Transaction and integration costs | - | - | 28 | - | 20 | 7 | 48 | 7 | |||||||||||||||||||||||||||||||||||||||
|
Adjusted operating expenses
|
$ | 373 | $ | 341 | $ | 365 | $ | 336 | $ | 330 | $ | 304 | $ | 1,068 | $ | 981 | |||||||||||||||||||||||||||||||
| Operating income | $ | 1,152 | $ | 908 | $ | 245 | $ | 244 | $ | 13 | $ | 22 | $ | 1,410 | $ | 1,174 | |||||||||||||||||||||||||||||||
| Adjusted operating income | $ | 1,169 | $ | 924 | $ | 309 | $ | 282 | $ | 219 | $ | 224 | $ | 1,697 | $ | 1,430 | |||||||||||||||||||||||||||||||
|
Operating margin
|
75 | % | 72 | % | 36 | % | 39 | % | 2 | % | 4 | % | 51 | % | 49 | % | |||||||||||||||||||||||||||||||
|
Adjusted operating margin
|
76 | % | 73 | % | 46 | % | 45 | % | 40 | % | 42 | % | 61 | % | 59 | % | |||||||||||||||||||||||||||||||
| Net income adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to ICE | $ | 940 | $ | 816 | |||||||||||||||||||||||||||||||||||||||||||
| Add: Amortization of acquisition-related intangibles | 239 | 249 | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Transaction and integration costs | 48 | 7 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income from unconsolidated investees | (16) | (40) | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Fair value adjustments of equity investments | - | (33) | |||||||||||||||||||||||||||||||||||||||||||||
| Add: Net interest expense on pre-acquisition-related debt | 6 | - | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Income tax effect for the above items | (72) | (50) | |||||||||||||||||||||||||||||||||||||||||||||
| (Less)/Add: Deferred tax adjustments on acquisition-related intangibles | (9) | 39 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Other tax adjustments | - | (8) | |||||||||||||||||||||||||||||||||||||||||||||
| Adjusted net income attributable to ICE | $ | 1,136 | $ | 980 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share attributable to ICE common stockholders | $ | 1.67 | $ | 1.42 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted earnings per share attributable to ICE common stockholders | $ | 2.02 | $ | 1.71 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 563 | 574 | |||||||||||||||||||||||||||||||||||||||||||||
Amortization of acquisition-related intangibles is included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.
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. We also adjusted for the acquisition-related transaction costs related to our pending acquisition of MarketAxess.
During the nine months ended September 30, 2026, we adjusted $10 million related to the reversal of a previously recorded regulatory matter accrual. During the nine months ended September 30, 2025 we adjusted $4 million of expense related to a regulatory matter. We do not consider events of this type to be reflective of our core business.
Our investments are not considered to be a part of our core business operations and the impacts of changes in our investments are often non-cash in nature. We adjust for our share of net income or loss related to our equity method investments, which primarily includes the OCC. During the nine months ended September 30, 2026, we also excluded $452 million of non-cash fair value gains primarily related to $389 million from the Polymarket observable price change fair value gain under the measurement alternative guidance and a $62 million unrealized fair value gain from our Bakkt investment. We believe these adjustments provide greater clarity of our performance.
During the nine and three months ended September 30, 2026, we adjusted a net $6 million expense related to pre-acquisition-related debt related to the pending MarketAxess acquisition. This adjustment consisted of $22 million of interest expense from the senior notes and term loan executed in August 2026, net of $16 million of interest income earned on the pre-acquisition debt proceeds.
Non-GAAP tax adjustments include the tax impacts of the pre-tax non-GAAP adjustments and deferred tax adjustments on acquisition-related intangibles. Deferred tax adjustments on acquisition-related intangibles include an $18 million and $45 million expense for the nine months ended September 30, 2026 and 2025, respectively, and a $9 million benefit and $39 million expense for the three months ended September 30, 2026 and 2025, 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 useful as the bases for 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, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 4,486 | $ | 3,387 | |||||||
| Less: Capital expenditures | (318) | (207) | |||||||||
| Less: Capitalized software development costs | (346) | (318) | |||||||||
| Free cash flow | $ | 3,822 | $ | 2,862 | |||||||
| (Less)/Add: Section 31 fees, net | (94) | 316 | |||||||||
| Adjusted free cash flow | $ | 3,728 | $ | 3,178 | |||||||
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 12 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, certain clearing house collateral is reported off-balance sheet. We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities.
Contractual Obligations and Commercial Commitments
Except for the debt issued and the financing arrangements entered into in connection with our pending acquisition of MarketAxess, during the nine months ended September 30, 2026, 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 2025 Form 10-K. See "-Liquidity and Capital Resources-Debt" above and Notes 3 and 8 to our consolidated financial statements for information on the senior notes, term loan and Credit Facility amendment and the timing of the acquisition.
New and Recently Adopted Accounting Pronouncements
During the nine months ended September 30, 2026, there were no significant changes to the new and recently adopted accounting pronouncements applicable to us from those disclosed in Note 2 of our 2025 Form 10-K.
Critical Accounting Policies
During the nine months ended September 30, 2026, 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 2025 Form 10-K.
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