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Earnings release · 8-K exhibit

Intercontinental Exchange · Earnings release

ICE · Financials

Filed 2025-07-31 · CY2025 Q3 · Company’s FY2025 Q2 · 3,566 words

Read the original on sec.gov ↗

EX-99.12tm2521993d1_ex99-1.htmEXHIBIT 99.1

Exhibit 99.1

Intercontinental Exchange Reports Strong Second

Quarter 2025

· Record 2Q25 net revenues of $2.5 billion, +10% y/y

Jeffrey C. Sprecher,

ICE Chair & Chief Executive Officer, said,

"We are pleased to report our second quarter results, which were highlighted by another quarter of record revenues and double-digit earnings per share growth. Amidst a backdrop of continued volatility and uncertainty, our strong second quarter performance reflects the 'all-weather' nature of our business model and the value of our markets, technology, and data services. As we look to the second half of the year and beyond, ICE's diverse platform is well positioned to continue to serve our customers, generate growth and create value for our stockholders."

· 2Q25 GAAP diluted earnings per share (EPS) of $1.48, +35% y/y

· 2Q25 adj. diluted EPS of $1.81, +19% y/y

· Record 2Q25 operating income of $1.3 billion, +22% y/y; record adj. operating income of $1.6 billion, +14% y/y

· 2Q25 operating margin of 51%; adj. operating margin of 61%

· Through June 30, 2025, returned over $1 billion to stockholders, including $496 million in share repurchases

ATLANTA & NEW YORK, July 31, 2025 - Intercontinental

Exchange (NYSE: ICE), a leading global provider of technology and data, today reported financial results for the second quarter of 2025.

For the quarter ended June 30, 2025, consolidated net income attributable to ICE was $851 million on $2.5 billion of consolidated

revenues, less transaction-based expenses. Second quarter GAAP diluted EPS were $1.48. Adjusted net income attributable to ICE was $1.0

billion in the second quarter and adjusted diluted EPS were $1.81. Please refer to the reconciliation of non-GAAP financial measures

included in this press release for more information on our adjusted operating expenses, adjusted operating income, adjusted operating

margin, adjusted net income, adjusted diluted EPS and adjusted free cash flow.

Warren Gardiner, ICE Chief Financial Officer, added: "Through

the first half of 2025, we have generated record revenues and record operating income, underscoring the strength and resiliency of our

business model. Our strong and growing cash flows enabled us to reinvest in our business, return over $1 billion of capital to stockholders

through the first half, as well as successfully achieve our leverage target related to our 2023 acquisition of Black Knight. As we turn

to the second half, we remain focused on extending our track record of growth and creating value for our stockholders."

1

Second Quarter 2025 Business Highlights

Second quarter consolidated net revenues were $2.5 billion including

exchange net revenues of $1.4 billion, fixed income and data services revenues of $597 million and mortgage technology revenues of $531

million. Consolidated operating expenses were $1.2 billion for the second quarter of 2025. On an adjusted basis, consolidated operating

expenses were $983 million. Consolidated operating income for the second quarter was $1.3 billion, and the operating margin was 51%.

On an adjusted basis, consolidated operating income for the second quarter was $1.6 billion, and the adjusted operating margin was 61%.

$ (in millions)

Net

Revenues

Op

Margin

Adj Op

Margin

2Q25

Exchanges

$

1,415

75

%

76

%

Fixed Income and Data Services

$

597

37

%

44

%

Mortgage Technology

$

531

2

%

42

%

Consolidated

$

2,543

51

%

61

%

2Q25

2Q24

% Chg

Recurring Revenues

$

1,256

$

1,206

4

%

Transaction Revenues, net

$

1,287

$

1,111

16

%

Exchanges Segment Results

Second quarter exchange net revenues were $1.4 billion. Exchange operating

expenses were $353 million, and adjusted operating expenses were $337 million in the second quarter. Segment operating income for the

second quarter was $1.1 billion, and the operating margin was 75%. On an adjusted basis, operating income was $1.1 billion, and the adjusted

operating margin was 76%.

2

$ (in millions)

2Q25

2Q24

% Chg

Const

Curr(1)

Revenues, net:

Energy

$

595

$

469

27

%

25

%

Ags and Metals

65

71

(10

)%

(10

)%

Financials(2)

158

132

21

%

15

%

Cash Equities and Equity Options, net

123

111

10

%

10

%

OTC and Other(3)

96

101

(4

)%

(5

)%

Data and Connectivity Services

255

240

6

%

6

%

Listings

123

122

1

%

1

%

Segment Revenues

$

1,415

$

1,246

14

%

12

%

Recurring Revenues

$

378

$

362

5

%

5

%

Transaction Revenues, net

$

1,037

$

884

17

%

15

%

(1) Net revenues in constant currency are calculated

holding both the pound sterling and euro at the average exchange rate from 2Q24, 1.2623 and 1.0766, respectively.

(2) Financials include interest rates and other financial

futures and options.

(3) OTC & Other includes net interest income

and fees on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged

to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange member fees, and agriculture

grading and certification fees.

Fixed Income and Data Services Segment Results

Second quarter fixed income and data services revenues were $597 million.

Fixed income and data services operating expenses were $373 million, and adjusted operating expenses were $336 million in the second

quarter. Segment operating income for the second quarter was $224 million, and the operating margin was 37%. On an adjusted basis, operating

income was $261 million, and the adjusted operating margin was 44%.

3

$ (in millions)

2Q25

2Q24

% Chg

Const

Curr(1)

Revenues:

Fixed Income Execution

$

32

$

30

8

%

8

%

CDS Clearing

82

78

5

%

4

%

Fixed Income Data and Analytics

306

293

4

%

4

%

Data and Network Technology

177

164

8

%

7

%

Segment Revenues

$

597

$

565

6

%

5

%

Recurring Revenues

$

483

$

457

6

%

5

%

Transaction Revenues

$

114

$

108

6

%

5

%

(1) Revenues in constant currency are calculated holding

both the pound sterling and euro at the average exchange rate from 2Q24, 1.2623 and 1.0766, respectively.

Mortgage Technology Segment Results

Second quarter mortgage technology revenues were $531 million. Mortgage

technology operating expenses were $520 million, and adjusted operating expenses were $310 million in the second quarter. Segment operating

income for the second quarter was $11 million, and the operating margin was 2%. On an adjusted basis, operating income was $221 million,

and the adjusted operating margin was 42%.

$ (in millions)

2Q25

2Q24

% Chg

Revenues:

Origination Technology

$

187

$

180

4

%

Closing Solutions

58

52

10

%

Servicing Software

220

212

4

%

Data and Analytics

66

62

7

%

Segment Revenues

$

531

$

506

5

%

Recurring Revenues

$

395

$

387

2

%

Transaction Revenues

$

136

$

119

15

%

4

Other Matters

·

Operating cash flow through the second quarter of 2025 was $2.5 billion and adjusted free cash flow was $2.0 billion.

·

Unrestricted cash was $1.0 billion and outstanding debt was $19.2 billion as of June 30, 2025.

·

Through the second quarter of 2025, ICE repurchased $496 million of its common stock and paid $555 million in dividends.

Updated Financial Guidance

·

G1ICE's full year 2025 Exchanges recurring revenue growth is now expected to be 4% to 5%.

·

G2ICE's third quarter 2025 GAAP operating expenses are expected to be in a range of $1.245 billion to $1.255 billion. G3Adjusted operating expenses(1) are expected to be in a range of $995 million to $1,005 million.

·

G4G5ICE's third quarter 2025 GAAP and adjusted non-operating expense(2) are both expected to be in the range of $170 million to $175 million.

·

G6ICE's diluted share count for the third quarter is expected to be in the range of 572 million to 578 million weighted average shares outstanding.

(1) 3Q 2025 non-GAAP operating expenses exclude amortization

of acquisition-related intangibles and Black Knight integration expenses.

(2) Non-operating expense includes interest income, interest

expense and net other income/expense. Non-GAAP non-operating expense excludes equity earnings/losses from unconsolidated investees.

5

Earnings Conference Call Information

ICE will hold a conference call today, July 31, 2025, at 8:30

a.m. ET to review its second quarter 2025 financial results. A live audio webcast of the earnings call will be available on the

company's website at www.ice.com in the investor relations section. Participants may also listen via telephone by dialing 833-470-1428

from the United States or 404-975-4839 from outside of the United States. Telephone participants are required to provide the participant

entry number 747311 and are recommended to call 10 minutes prior to the start of the call. The call will be archived on the company's

website for replay.

The conference call for the third quarter 2025 earnings has been scheduled

for October 30th, 2025 at 8:30 a.m. ET. Please refer to the Investor Relations website at www.ir.theice.com for additional

information.

Historical futures, options and cash ADV, rate per contract, open

interest data and CDS cleared information can be found at: https://ir.theice.com/investor-resources/supplemental-information/default.aspx

6

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)

Six Months Ended

June 30,

Three Months Ended

June 30,

2025

2024

2025

2024

Revenues:

Exchanges

$

4,257

$

3,560

$

2,134

$

1,826

Fixed income and data services

1,193

1,133

597

565

Mortgage technology

1,041

1,005

531

506

Total revenues

6,491

5,698

3,262

2,897

Transaction-based expenses:

Section 31 fees

412

205

150

138

Cash liquidity payments, routing and clearing

1,063

886

569

442

Total revenues, less transaction-based expenses

5,016

4,607

2,543

2,317

Operating expenses:

Compensation and benefits

980

935

499

473

Professional services

81

74

41

38

Acquisition-related transaction and integration costs

42

51

10

15

Technology and communication

428

419

215

214

Rent and occupancy

41

59

20

30

Selling, general and administrative

142

178

66

100

Depreciation and amortization

784

762

395

381

Total operating expenses

2,498

2,478

1,246

1,251

Operating income

2,518

2,129

1,297

1,066

Other income/(expense):

Interest income

64

66

31

36

Interest expense

(407)

(474)

(201)

(233)

Other income/(expense), net

24

104

5

(8)

Total other income/(expense), net

(319)

(304)

(165)

(205)

Income before income tax expense

2,199

1,825

1,132

861

Income tax expense

522

403

267

222

Net income

$

1,677

$

1,422

$

865

$

639

Net income attributable to non-controlling interest

(29)

(23)

(14)

(7)

Net income attributable to Intercontinental Exchange, Inc.

$

1,648

$

1,399

$

851

$

632

Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:

Basic

$

2.87

$

2.44

$

1.49

$

1.10

Diluted

$

2.86

$

2.43

$

1.48

$

1.10

Weighted average common shares outstanding:

Basic

574

573

573

573

Diluted

576

575

575

575

7

Consolidated Balance Sheets

(In millions)

As of

June 30, 2025

As of

(Unaudited)

December 31, 2024

Assets:

Current assets:

Cash and cash equivalents

$

1,003

$

844

Short-term restricted cash and cash equivalents

1,252

1,142

Short-term restricted investments

124

594

Cash and cash equivalent margin deposits and guaranty funds

86,221

82,149

Invested deposits, delivery contracts receivable and unsettled variation margin

2,947

2,163

Customer accounts receivable, net

1,651

1,490

Prepaid expenses and other current assets

771

713

Total current assets

93,969

89,095

Property and equipment, net

2,368

2,153

Other non-current assets:

Goodwill

30,652

30,595

Other intangible assets, net

15,845

16,306

Long-term restricted cash and cash equivalents

304

368

Long-term restricted investments

66

—

Other non-current assets

971

911

Total other non-current assets

47,838

48,180

Total assets

$

144,175

$

139,428

Liabilities and Equity:

Current liabilities:

Accounts payable and accrued liabilities

$

1,067

$

1,051

Section 31 fees payable

409

316

Accrued salaries and benefits

267

438

Deferred revenue

509

236

Short-term debt

1,850

3,027

Margin deposits and guaranty funds

86,221

82,149

Invested deposits, delivery contracts payable and unsettled variation margin

2,947

2,163

Other current liabilities

173

173

Total current liabilities

93,443

89,553

Non-current liabilities:

Non-current deferred tax liability, net

3,805

3,904

Long-term debt

17,358

17,341

Accrued employee benefits

169

170

Non-current operating lease liability

458

335

Other non-current liabilities

415

405

Total non-current liabilities

22,205

22,155

Total liabilities

115,648

111,708

Commitments and contingencies

Redeemable non-controlling interest in consolidated subsidiaries

22

22

Equity:

Intercontinental Exchange, Inc. stockholders’ equity:

Common stock

7

7

Treasury stock, at cost

(6,981

)

(6,385

)

Additional paid-in capital

16,472

16,292

Retained earnings

19,164

18,071

Accumulated other comprehensive loss

(218

)

(338

)

Total Intercontinental Exchange, Inc. stockholders’ equity

28,444

27,647

Non-controlling interest in consolidated subsidiaries

61

51

Total equity

28,505

27,698

Total liabilities and equity

$

144,175

$

139,428

8

Non-GAAP Financial Measures and Reconciliation

We use non-GAAP measures internally to evaluate our performance and

in making financial and operational decisions. When viewed in conjunction with our GAAP results and the accompanying reconciliation,

we believe that our presentation of these measures provides investors with greater transparency and a greater understanding of factors

affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these

measures is useful to investors for period-to-period comparison of results because the items described below as adjustments to GAAP are

not reflective of our core business performance. These financial measures are not in accordance with, or an alternative to, GAAP financial

measures and may be different from non-GAAP measures used by other companies. We use these adjusted results because we believe they more

clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these

measures eliminate from our results specific financial items that have less bearing on our core operating performance. We strongly recommend

that investors review the GAAP financial measures and additional non-GAAP information included in our Quarterly Report on Form 10-Q,

including our consolidated financial statements and the notes thereto.

Adjusted operating expenses, adjusted operating income, adjusted operating

margin, adjusted net income attributable to ICE common stockholders, adjusted diluted earnings per share and adjusted free cash flow

for the periods presented below are calculated by adding or subtracting the adjustments described below, which are not reflective of

our cash operations and core business performance, and their related income tax effect and other tax adjustments (in millions, except

for per share amounts):

9

Adjusted Operating Income, Operating Margin

and Operating Expense Reconciliation

(In millions)

(Unaudited)

Exchanges

Segment

Fixed Income

and Data

Services

Segment

Mortgage

Technology

Segment

Consolidated

Six Months Ended June 30,

2025

2024

2025

2024

2025

2024

2025

2024

Total revenues, less transaction-based expenses

$

2,782

$

2,469

$

1,193

$

1,133

$

1,041

$

1,005

$

5,016

$

4,607

Operating expenses

707

682

734

711

1,057

1,085

2,498

2,478

Less: Amortization of acquisition-related intangibles

32

34

75

77

399

395

506

506

Less: Transaction and integration costs

—

—

—

—

41

51

41

51

Less: Regulatory matter

4

—

—

—

—

—

4

—

Less: Other

—

30

—

14

—

—

—

44

Adjusted operating expenses

$

671

$

618

$

659

$

620

$

617

$

639

$

1,947

$

1,877

Operating income/(loss)

$

2,075

$

1,787

$

459

$

422

$

(16

)

$

(80

)

$

2,518

$

2,129

Adjusted operating income

$

2,111

$

1,851

$

534

$

513

$

424

$

366

$

3,069

$

2,730

Operating margin

75

%

72

%

38

%

37

%

(2

)%

(8

)%

50

%

46

%

Adjusted operating margin

76

%

75

%

45

%

45

%

41

%

36

%

61

%

59

%

10

Adjusted Operating Income, Operating Margin

and Operating Expense Reconciliation

(In millions)

(Unaudited)

Exchanges

Segment

Fixed Income

and Data

Services

Segment

Mortgage

Technology

Segment

Consolidated

Three Months Ended June 30,

2025

2024

2025

2024

2025

2024

2025

2024

Total revenues, less transaction-based expenses

$

1,415

$

1,246

$

597

$

565

$

531

$

506

$

2,543

$

2,317

Operating expenses

353

356

373

357

520

538

1,246

1,251

Less: Amortization of acquisition-related intangibles

16

15

37

39

200

198

253

252

Less: Transaction and integration costs

—

—

—

—

10

15

10

15

Less: Other

—

30

—

7

—

—

—

37

Adjusted operating expenses

$

337

$

311

$

336

$

311

$

310

$

325

$

983

$

947

Operating income/(loss)

$

1,062

$

890

$

224

$

208

$

11

$

(32

)

$

1,297

$

1,066

Adjusted operating income

$

1,078

$

935

$

261

$

254

$

221

$

181

$

1,560

$

1,370

Operating margin

75

%

71

%

37

%

37

%

2

%

(6

)%

51

%

46

%

Adjusted operating margin

76

%

75

%

44

%

45

%

42

%

36

%

61

%

59

%

11

Adjusted Net Income Attributable to ICE and

Diluted EPS

(In millions)

(Unaudited)

Six Months

Ended June 30,

2025

Six Months

Ended June 30,

2024

Net income attributable to ICE

$

1,648

$

1,399

Add: Amortization of acquisition-related intangibles

506

506

Add: Transaction and integration costs

41

51

Add/(less): Litigation and regulatory matters

4

(160

)

(Less)/add: Net (income)/loss from unconsolidated investees

(35

)

45

(Less)/add: Fair value adjustments of equity investments

(2

)

3

Add: Other

—

44

Less: Income tax effect for the above items

(130

)

(125

)

Add/(less): Deferred tax adjustments on acquisition-related intangibles

6

(35

)

Adjusted net income attributable to ICE

$

2,038

$

1,728

Diluted earnings per share attributable to ICE common stockholders

$

2.86

$

2.43

Adjusted diluted earnings per share attributable to ICE common stockholders

$

3.54

$

3.00

Diluted weighted average common shares outstanding

576

575

12

Adjusted Net Income Attributable to ICE and

Diluted EPS

(In millions)

(Unaudited)

Three Months

Ended June 30,

2025

Three Months

Ended June 30,

2024

Net income attributable to ICE

$

851

$

632

Add: Amortization of acquisition-related intangibles

253

252

Add: Transaction and integration costs

10

15

(Less)/add: Net (income)/loss from unconsolidated investees

(6

)

3

Less: Fair value adjustments of equity investments

(2

)

—

Add: Other

—

37

Less: Income tax effect for the above items

(66

)

(79

)

Add: Deferred tax adjustments on acquisition-related intangibles

3

16

Adjusted net income attributable to ICE

$

1,043

$

876

Diluted earnings per share attributable to ICE common stockholders

$

1.48

$

1.10

Adjusted diluted earnings per share attributable to ICE common stockholders

$

1.81

$

1.52

Diluted weighted average common shares outstanding

575

575

13

Adjusted Free Cash Flow Calculation

(In millions)

(Unaudited)

Six Months

Ended June 30,

2025

Six Months

Ended June 30,

2024

Net cash provided by operating activities

$

2,472

$

2,205

Less: Capital expenditures

(145

)

(133

)

Less: Capitalized software development costs

(211

)

(177

)

Free cash flow

$

2,116

$

1,895

Less: Section 31 fees, net

(93

)

(124

)

Adjusted free cash flow

$

2,023

$

1,771

14

About Intercontinental Exchange

Intercontinental Exchange, Inc. (NYSE: ICE)

is a Fortune 500 company that designs, builds and operates digital networks that connect people to opportunity. We provide financial

technology and data services across major asset classes helping our customers access mission-critical workflow tools that increase transparency

and efficiency. ICE’s futures, equity, and options exchanges – including the New York Stock Exchange – and clearing

houses help people invest, raise capital and manage risk. We offer some of the world’s largest markets to trade and clear energy

and environmental products. Our fixed income, data services and execution capabilities provide information, analytics and platforms that

help our customers streamline processes and capitalize on opportunities. At ICE Mortgage Technology, we are transforming U.S. housing

finance, from initial consumer engagement through loan production, closing, registration and the long-term servicing relationship. Together, ICE

transforms, streamlines and automates industries to connect our customers to opportunity.

Trademarks of ICE and/or its affiliates include

Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks

and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at https://www.ice.com/privacy-security-center/terms-of-use.

Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can

be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”

Safe Harbor Statement under the Private Securities

Litigation Reform Act of 1995 - Statements in this press release regarding ICE's business that are not historical facts are "forward-looking

statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual

results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC)

filings, including, but not limited to, the risk factors in Intercontinental Exchange, Inc.’s Annual Report on Form 10-K

for the year ended December 31, 2024, as filed with the SEC on February 6, 2025. We caution you not to

place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement

is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after

the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time,

and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess

the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ

materially from those contained in any forward-looking statements.

SOURCE: Intercontinental Exchange

Category: Corporate

ICE-CORP

ICE Investor Relations Contact:

Katia Gonzalez

+1 678 981 3882

katia.gonzalez@ice.com

investors@ice.com

ICE Media Contact:

Rebecca Mitchell

+44 207 065 7804

rebecca.mitchell@ice.com

media@ice.com

15

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

0——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

0——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

0——
Buybacks

share repurchase, buyback program

1——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor