Intercontinental Exchange Inc
For the period ended Sep 30, 2024. Filed Oct 31, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 31, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-01.
0001571949-24-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0001571949-24-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 283 previous paragraphs and 299 current paragraphs.
177 unchanged; 96 reworded; 25 added; 9 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 18 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
•Equity Market Structure Rules. In September 2024, the SEC adopted new rules regarding equity market structure which will take effect in November 2025. The rules amend the minimum pricing increments, or tick sizes, for the quoting of certain stocks to allow these stocks to be priced with tighter spreads. The rules also reduce existing fee caps exchanges can charge market participants for access to protected quotations and accelerate the availability of information for smaller-sized orders. These rules could affect market and competitive dynamics for venues that facilitate trading of equity securities, including the NYSE.
Current report
•Recognition of our Businesses in Foreign Jurisdictions and Continued Access by Market Participants. In February 2022, the European Commission extended until June 2025 the temporary equivalence of U.K. CCPs, which allows EU firms to clear trades at ICE Clear Europe. In the absence of an extension of the temporary equivalence or permanent equivalence of U.K. CCPs by the European Commission, EU persons would be restricted in accessing clearing services at ICE Clear Europe, which could impact clearing revenues, and could also cause us to change our business practices, restructure our businesses or move certain of our businesses and employees.
Current report
Selling, general and administrative expenses increased $36 million and decreased $5 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.
Current report
During the nine months ended September 30, 2023, we also recorded $6 million of expense for claims made following a NYSE system outage in January 2023 and an $11 million regulatory matter expense, as well as higher credit loss expense.
Current report
For the three months ended September 30, 2024, the decrease was primarily due to lower underlying costs, including marketing costs, and $20 million of insurance proceeds received in the quarter related to the valid claims made following an equity trading issue at NYSE. This was partially offset by a $10 million accrual related to a regulatory matter and $7 million attributable to owning Black Knight for the full three-month period.
Current report
In connection with our acquisition of Black Knight, we acquired an investment in Dun & Bradstreet. During the three months ended September 30, 2023, we sold 51% of our investment for $97 million and recorded a loss on the sale of $1 million, a fair value loss of $7 million and a $1 million dividend, all of which are included as other expense, net.
Current report
During the three months ended September 30, 2023, we recorded an impairment related to our Consolidated Audit Trail, or CAT, loan receivable of $16 million.
Current report
(1) YTD 2023 acquisition and integration costs, net of divestitures, excludes $90 million from the sale of our investment in Dun & Bradstreet.
Current report
•An increase in net income, excluding depreciation and amortization, of $357 million which is primarily related to the full period impact of the Black Knight acquisition.
Current report
•An increase in changes in working capital accounts of $159 million, including the following:
Current report
◦A change of $201 million related to the timing of the Section 31 fee rate changes and payments; and
Current report
◦A net decrease of $42 million related to changes in other underlying working capital accounts, primarily due to timing of payments and cash receipts.
Current report
The $9.4 billion decrease in cash used in investing activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:
Current report
•A decrease in cash paid for acquisitions, net of cash acquired, of $10.2 billion primarily related to the Black Knight acquisition in September 2023;
Current report
•We had net proceeds from our restricted investments of $202 million during the nine months ended September 30, 2024 as compared to net purchases of $956 million for the nine months ended September 30, 2023. The net purchases of $956 million for the nine months ended September 30, 2023 primarily consisted of short-term restricted investments purchased by ICE Clear Europe for regulatory capital requirements of which $680 million matured during the nine months ended September 30, 2024. This was offset by the $500 million of net proceeds from the offering of the 2031 Notes during the nine months ended September 30, 2024 that have been invested and will be used to pay the senior notes maturing in May 2025;
Current report
•We received $75 million from the sale of the Promissory Note during the nine months ended September 30, 2024;
Current report
•Capital expenditures and capitalized software development costs increased $150 million driven by full period Black Knight activity combined with leasehold improvements and build out of our new offices and one of our existing data centers;
Current report
•During the nine months ended September 30, 2024, we had purchases of equity and equity method investments of $24 million as compared to net proceeds of $90 million during the nine months ended September 30, 2023. The net proceeds were due to the sale of our Dun & Bradstreet investment for $97 million partially offset by equity investment purchases; and
Current report
•During the nine months ended September 30, 2024, we had net proceeds of $230 million from the invested margin deposit activity compared to net proceeds of $2.0 billion during the nine months ended September 30, 2023. These amounts fluctuate based on clearinghouse treasury investment activity related to collateral and liquidity management.
Current report
The $60.0 billion decrease in cash used in financing activities during the nine months ended September 30, 2024 from the comparable period in 2023 was primarily driven by the following:
Current report
•The change in cash and cash equivalent margin deposits and guaranty fund liability decreased $64.3 billion due to reduced volatility from 2022 to 2023 which impacted the prior year change;
Current report
•During the nine months ended September 30, 2024, we had net repayments of debt of $861 million, primarily due to the repayment of the Term Loan, partially offset by the issuance of the 2031 Notes. During the nine months ended September 30, 2023, we had net proceeds from debt issuance of $514 million, primarily due to funding of the Black Knight acquisition;
Current report
•During the nine months ended September 30, 2024, we had net redemptions of commercial paper of $583 million as compared to net proceeds of $1.9 billion during the nine months ended September 30, 2023. Our commercial paper issuances and subsequent redemptions were related to financing the Black Knight acquisition; and
Current report
•Dividends paid to stockholders increased $67 million primarily due to the increase in the dividend per share for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Current report
•During the nine months ended September 30, 2024, net $10 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024. This includes $30 million of expense for valid claims accrued as of June 30, 2024, net of $20 million in insurance proceeds received during the three months ended September 30, 2024.
Removed paragraphs (9)
Previous report
(4)Percentage changes in the table above deemed "n/a" are not meaningful.
Previous report
(1) Servicing Software is a new revenue category following completion of the Black Knight acquisition.
Previous report
Selling, general and administrative expenses increased $41 million and $37 million for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. For the six months ended June 30, 2024, the increase was primarily due to $12 million attributable to Black Knight, $30 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024 and increases in other underlying costs, including customer acquisition costs from higher IPO activity, marketing, travel and entertainment. This was partially offset by lower credit losses as well as $6 million of expense for claims made following a NYSE system outage in January 2023 and a $10 million regulatory matter expense that both occurred during the six months ended June 30, 2023.
Previous report
Consolidated net cash provided by investing activities for the six months ended June 30, 2024 primarily relates to $856 million in proceeds from the sale of restricted investments, $990 million in proceeds from sales of invested margin deposits and $75 million in proceeds from the sale of the Promissory Note, partially offset by $858 million of purchases of invested margin deposits, $655 million of purchases of restricted investments, $133 million of capital expenditures and $177 million of capitalized software development costs.
Previous report
Consolidated net cash provided by investing activities for the six months ended June 30, 2023 primarily relates to $3.1 billion in proceeds from the sale of invested margin deposits, partially offset by $949 million of purchases of investments, $771 million of purchases of invested margin deposits, $61 million of capital expenditures and $142 million of capitalized software development costs.
Previous report
The capital expenditures primarily relate to hardware and software purchases to continue the development and expansion of our electronic platforms, data services and clearing houses, and leasehold improvements. The software development expenditures primarily relate to the development and expansion of our electronic trading platforms, data services, mortgage services and clearing houses.
Previous report
Consolidated net cash used in financing activities for the six months ended June 30, 2024 primarily relates to $1.6 billion in repayments on our debt facilities, $519 million in dividend payments to stockholders and $73 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises, partially offset by an increase in our cash and cash equivalent margin deposits and guaranty fund balances of $1.0 billion, proceeds from debt issuances of $739 million and $33 million in net issuances under our Commercial Paper Program.
Previous report
Consolidated net cash used in financing activities for the six months ended June 30, 2023 primarily relates to a decrease in our cash and cash equivalent margin deposits and guaranty fund balances of $57.4 billion due to lower commodity prices and reduced volatility, $472 million in dividend payments to stockholders and $50 million in cash payments related to treasury shares received for restricted stock tax payments and stock option exercises.
Previous report
•During the six months ended June 30, 2024, $30 million of expense for valid claims made following an equity trading issue at NYSE that occurred in June 2024.
Reworded paragraphs (96)
Previous wording
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report. Due to rounding, figures in tables may not sum exactly.
Current wording
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 may not recalculate or sum exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
Previous wording
•conditions in global financial markets and domestic and international economic and social conditions, including inflation, risk of recession, political uncertainty and discord, geopolitical events or conflicts (including the conflicts in Ukraine, Israel and Gaza), international trade policies and sanctions laws;
Current wording
•conditions in global financial markets and domestic and international economic and social conditions, including inflation, risk of recession, political uncertainty and discord, geopolitical events or conflicts (including the conflicts in Ukraine and the Middle East), international trade policies and sanctions laws;
Previous wording
•global political conditions including the presidential election in the United States, or U.S., and general elections in many jurisdictions in the U.S. and the United Kingdom, or U.K.;
Current wording
•global political conditions including the presidential election in the United States, or U.S., and general elections in many jurisdictions in the U.S.;
Previous wording
•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;
Current wording
•our ability to keep information and data relating to the customers of the users of the software and services provided by our Mortgage Technology business confidential;
Previous wording
Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events or conflicts. Since 2022, macroeconomic conditions, including rising interest rates, inflation and significant market volatility, along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.
Current wording
Our results of operations are affected by global economic conditions, including macroeconomic conditions and geopolitical events and conflicts. Since 2022, macroeconomic conditions, including changes in interest rates, inflation and significant market volatility, along with geopolitical concerns, have created ongoing uncertainty and volatility in the global economy and resulted in a dynamic operating environment.
Previous wording
Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market and interest rate volatility, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates in 2022, 2023 and, to a lesser extent, the first half of 2024, 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 remain high or further increase, or if banks change their mortgage lending practices, 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.
Current wording
Our business has been impacted positively and negatively by these global economic conditions. For instance, due to market and interest rate volatility, we have seen increased trading across a number of our products, such as interest rate and equity futures, credit default swaps and bonds. Conversely, increases in mortgage interest rates in 2022, 2023 and, to a lesser extent, during the nine months ended September 30, 2024, 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 remain high or 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.
Previous wording
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, Israel, Gaza and surrounding regions.
Current wording
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.
Previous wording
We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, the inflationary environment, geopolitical events and military conflicts, including election outcomes and repercussions from the conflicts in Ukraine, Israel and Gaza and the impact that any of the foregoing may have on the global economy and on our business. We also continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.
Current wording
We expect the macroeconomic environment to remain dynamic in the near-term, and we continue to monitor macroeconomic conditions, including interest rates, inflation rates, geopolitical events and military conflicts, including election uncertainty and outcomes and repercussions from the conflicts in Ukraine and the Middle East and the impact that any of the foregoing may have on the global economy and on our business. We also continue to closely monitor credit worthiness of our counterparties, clearing members and our financial service providers and take risk management measures in line with established risk management frameworks.
Previous wording
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.
Current wording
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., United Kingdom, or U.K., EU, Canada, Singapore and Abu Dhabi. Failure to satisfy regulatory requirements can or may give rise to sanctions by the applicable regulator.
Previous wording
•Increased Bank Capital Requirements. The Board of Governors of the Federal Reserve, or the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation proposed to implement various Basel Committee standards which would increase U.S. bank capital requirements (Basel III Endgame). The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients. The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation. Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at ICE clearing houses. The Basel III Endgame proposal could also discourage participation in mortgage lending and servicing, resulting in a reduction of mortgage volumes at ICE Mortgage Technology, negatively impact U.S. capital markets, end users' ability to hedge and raise financing through public markets and degrade liquidity.
Current wording
•Increased Bank Capital Requirements. The Board of Governors of the Federal Reserve, or the Federal Reserve, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation proposed to implement various Basel Committee standards which would increase U.S. bank capital requirements (Basel III Endgame). The Basel III Endgame would apply credit valuation adjustment risk capital requirements to bank-affiliated clearing members' exposures to their clearing clients. The Federal Reserve also proposes to revise the risk-based capital surcharge for global systemically important bank holding companies to include bank-affiliated clearing members' exposures to their clearing clients in additional aspects of the surcharge calculation, or G-SIB Surcharge. Both proposals would increase capital requirements for client clearing activities, which could increase costs for clearing services, decrease clearing members' clearing capacity, and result in a reduction of cleared volumes at ICE clearing houses. The Basel III Endgame proposal could also discourage participation in mortgage lending and servicing, resulting in a reduction of mortgage volumes at ICE Mortgage Technology, negatively impact U.S. capital markets, end users' ability to hedge and raise financing through public markets and degrade liquidity. In September 2024, Michael Barr, Vice Chairman for Supervision of the Federal Reserve, indicated that he intends to recommend that both the Basel III Endgame and G-SIB Surcharge be re-proposed.
Previous wording
•Policy intervention to address high energy prices. Various legislative proposals in the EU have been adopted to address high energy prices and impact ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts. These policy interventions include price limiting mechanisms for exchange-traded gas products and a new liquefied natural gas, or LNG, import benchmark. In December 2023, the EU extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex. In December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients.
Current wording
•Policy Intervention to Address High Energy Prices. Various legislative proposals in the EU have been adopted to address high energy prices and impact ICE Endex, the primary European exchange for the benchmark European gas contract, and ICE Clear Europe, which clears ICE Endex contracts. These policy interventions include price limiting mechanisms for exchange-traded gas products and a new liquefied natural gas, or LNG, import benchmark. In December 2022, a coalition of G7 and other nations set the price of certain Russian crude oil at or below $60 a barrel, which remains in place and impacts the services we offer to clients. In December 2023, the EU extended until January 31, 2025, the price cap on certain Dutch Title Transfer Facility, or TTF, derivatives traded on ICE Endex. Former Prime Minister of Italy and economist Mario Draghi's September 2024 report, titled "The Future of European Competitiveness, Part A: A Competitiveness Strategy for Europe," recommends further legislative changes to address high energy prices.
Previous wording
•Benchmarks Regulation. Most London Interbank Offered Rate, or LIBOR, settings have ceased to be published; however, the Financial Conduct Authority, or FCA, has required ICE Benchmark Administration, or IBA, as the administrator of LIBOR, to continue publishing certain LIBOR settings for a temporary period using a changed "synthetic" methodology. "Synthetic" LIBOR settings are not representative of the underlying market or economic reality the settings were previously intended to measure. The last remaining "synthetic" LIBOR settings are expected to cease publication in September 2024.
Current wording
•Benchmarks Regulation. All London Interbank Offered Rate, or LIBOR, settings have ceased to be published. The last remaining "synthetic" LIBOR settings ceased publication in September 2024.
Previous wording
In addition, certain benchmarks provided by our index businesses may continue to be used by supervised entities in the EU under the EU Benchmarks Regulation until December 31, 2025.
Current wording
In addition, certain benchmarks provided by our index businesses may continue to be used by supervised entities in the EU under transitional provisions of the EU Benchmarks Regulation until December 31, 2025, after which supervised entities will rely on the mechanisms provided under the regulation for the use of third-country benchmarks.
Previous wording
•EU Deforestation Regulation. Effective in December 2024, the EU Deforestation Regulation, or EUDR, requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it. The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S. of the Coffee C Contract (Arabica). Several EU Member States and U.S. cabinet members have urged the EU Commission to revise the EUDR and temporarily suspend implementation. We are monitoring the impact of these developments on ICE Futures Europe and ICE Futures U.S.
Current wording
•EU Deforestation Regulation. In October 2024, the European Commission proposed to postpone the effective date of the EU Deforestation Regulation, or EUDR, from December 30, 2024 to December 30, 2025 for large companies and to June 30, 2026 for small companies. The EUDR requires that certain commodities (including cocoa and coffee) and their products be from deforestation-free land and meet other requirements before they can be placed or made available on the EU market, or exported from it. The EUDR requirements may decelerate the physical trade of cocoa and coffee, impact the usability of EU coffee and cocoa physical inventories, and reduce trading volumes on ICE Futures Europe of the Robusta Coffee Contract and London Cocoa Contract and on ICE Futures U.S. of the Coffee C Contract (Arabica). The proposal to postpone the implementation date needs approval by both the EU Parliament and EU Member States. It is uncertain whether the approval will be granted before the end of 2024. We are monitoring these developments and any impact on ICE Futures Europe, ICE Futures U.S. and ICE Benchmark Administration.
Previous wording
•U.K. Commodity Derivatives Reform. In December 2023, the FCA published a consultation proposing to revise the U.K. commodity derivatives framework. The Financial Services and Markets Act 2023, or FSMA 2023, reformed the U.K.’s commodity derivatives regulatory regime including revoking the Markets in Financial Instruments Directive II, or MIFID II, requirement to set position limits on all exchange traded and over-the-counter contracts and transferring the powers to set position limits from the FCA to trading venue operators. The FCA's current proposals would require that trading venues set position limits for critical and related contracts including ICE's softs, agricultural and energy contracts such as Brent, WTI, gasoil and natural gas, to establish accountability thresholds and to report enhanced position data. These requirements could make trading on ICE Futures Europe more difficult and could result in a reduction in volumes and liquidity.
Current wording
•U.K. Commodity Derivatives Reform. In December 2023, the Financial Conduct Authority, or FCA, published a consultation proposing to revise the U.K. commodity derivatives framework. The Financial Services and Markets Act 2023, or FSMA 2023, reformed the U.K.’s commodity derivatives regulatory regime including revoking the Markets in Financial Instruments Directive II, or MIFID II, requirement to set position limits on all exchange traded and over-the-counter contracts and transferring the powers to set position limits from the FCA to trading venue operators. The FCA's current proposals would require that trading venues set position limits for critical and related contracts including ICE's softs, agricultural and energy contracts such as Brent, WTI, gasoil and natural gas, to establish accountability thresholds and to report enhanced position data. These requirements could make trading on ICE Futures Europe more difficult and could result in a reduction in volumes and liquidity.
Previous wording
•EU DORA Regulation. The Digital Operational Resilience Act, or DORA, is an EU regulation that establishes an information and communication technology risk management framework for the EU financial sector. DORA establishes technical standards that financial entities and their critical third-party technology service providers must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight. Some of our businesses are likely to be impacted by DORA as EU financial entities or critical third-party service providers to EU financial entities.
Current wording
•EU DORA Regulation. The Digital Operational Resilience Act, or DORA, is an EU regulation that establishes an information and communication technology, or ICT, risk management framework for the EU financial sector. DORA establishes technical standards that financial entities and their critical third-party technology service providers must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight. Some of our businesses are likely to be impacted by DORA as EU financial entities or critical ICT third-party service providers to EU financial entities.
Previous wording
•Regulation of ESG Data and Ratings. Many jurisdictions have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings. In April 2024, the EU adopted a regulation on the transparency and integrity of ESG rating activities which aims to enhance the integrity, transparency, governance, and independence of ESG ratings provided in the EU. The regulation will impact certain ICE Data Service offerings and may require authorization and supervision by the European Securities and Markets Authority.
Current wording
•Regulation of ESG Data and Ratings. Many jurisdictions have adopted or are proposing or considering proposals to regulate environmental, social or governance, or ESG, data providers, as well as ESG ratings. In April 2024, the EU adopted a regulation on the transparency and integrity of ESG rating activities which aims to enhance the integrity, transparency, governance, and independence of ESG ratings provided in the EU and is expected to be published in the Official Journal of the EU by the end of 2024. The regulation will impact certain ICE Data Service offerings and may require authorization and supervision by the European Securities and Markets Authority.
Previous wording
(1) Operating loss from our Mortgage Technology segment was $80 million and $45 million for the six months ended June 30, 2024 and 2023, respectively.
Current wording
(1) Operating loss from our Mortgage Technology segment was $134 million and $202 million for the nine months ended September 30, 2024 and 2023, respectively.
Previous wording
•Revenues, less transaction-based expenses, increased $823 million and $429 million for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. See "—Exchanges Segment", "—Fixed Income and Data Services Segment" and "—Mortgage Technology Segment" below for a discussion of the significant changes in our revenues. The change in revenues during the six and three months ended June 30, 2024 includes $8 million in favorable and $1 million in unfavorable, respectively, foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.
Current wording
•Revenues, less transaction-based expenses, increased $1.2 billion and $346 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. See "—Exchanges Segment", "—Fixed Income and Data Services Segment" and "—Mortgage Technology Segment" below for a discussion of the significant changes in our revenues. The change in revenues during the nine and three months ended September 30, 2024 includes $14 million and $6 million, respectively, in favorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.
Previous wording
•Operating expenses increased $618 million and $318 million for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses during the six and three months ended June 30, 2024 includes $4 million and $1 million, respectively, in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.
Current wording
•Operating expenses increased $706 million and $88 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. See "—Consolidated Operating Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses during the nine and three months ended September 30, 2024 includes $6 million and $2 million, respectively, in unfavorable foreign exchange effects arising from fluctuations in the U.S. dollar from the comparable periods in 2023.
Previous wording
For the six and three months ended June 30, 2024, 23% and 22%, respectively, of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, and for both of the six and three months ended June 30, 2023, 19% 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 $7 million for the six months ended June 30, 2024, and flat for the three months ended June 30, 2024, respectively, from the comparable periods in 2023.
Current wording
For both the nine and three months ended September 30, 2024, 22% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, and for the nine and three months ended September 30, 2023, 19% and 20% of our Exchanges segment revenues, less transaction-based expenses, were billed in pounds sterling or euros, respectively. 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 $11 million and $4 million for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.
Previous wording
Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $616 million and $488 million for the six months ended June 30, 2024 and 2023, respectively, and $319 million and $236 million for the three months ended June 30, 2024 and 2023, 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 six and three months ended June 30, 2024 is primarily due to higher volumes traded as compared to the comparable periods in 2023.
Current wording
Our exchange transaction and clearing revenues are presented net of rebates. We recorded rebates of $936 million and $729 million for the nine months ended September 30, 2024 and 2023, respectively, and $320 million and $241 million for the three months ended September 30, 2024 and 2023, 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, 2024 was primarily due to higher volumes traded as compared to the comparable periods in 2023.
Previous wording
•Energy Futures and Options: Total energy volume increased 29% and revenues increased 32% for the six months ended June 30, 2024 from the comparable period in 2023 and volume increased 33% and revenues increased 32% for the three months ended June 30, 2024 from the comparable period in 2023.
Current wording
•Energy Futures and Options: Total energy volume increased 28% and revenues increased 29% for the nine months ended September 30, 2024 from the comparable period in 2023 and volume increased 25% and revenues increased 23% for the three months ended September 30, 2024 from the comparable period in 2023.
Previous wording
–Total oil futures and options volume increased 26% and 30% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, in part due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.
Current wording
–Total oil futures and options volume increased 23% and 19% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, in part due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.
Previous wording
–Our global natural gas futures and options volume increased 35% and 38% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, due to continued growth in our TTF and Asian JKM products as natural gas continues to globalize, as well as strength in our North American natural gas products driven by increased volatility related to shifting weather and fundamentals.
Current wording
–Our global natural gas futures and options volume increased 35% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023, due to continued growth in our TTF and Asian JKM gas complexes, as well as strength in our North American natural gas products driven by increased volatility related to shifting weather and fundamentals.
Previous wording
–Our environmentals and other futures and options volume increased 35% and 58% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, due to higher environmentals and power volumes versus the year ago period.
Current wording
–Our environmentals and other futures and options volume increased 41% and 56% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, due to ongoing geopolitical issues in the Middle East as well as supply/demand dynamics.
Previous wording
•Agricultural and Metals Futures and Options: Total volumes in our agricultural and metals futures and options markets increased 1% for the six months ended June 30, 2024 and decreased 6% for the three months ended June 30, 2024 from the comparable periods in 2023 and revenues decreased 3% and 8% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. The overall decrease in agricultural volumes for the three months ended June 30, 2024 was primarily driven by lower commodity price volatility than in the prior year period.
Current wording
•Agricultural and Metals Futures and Options: Total volumes in our agricultural and metals futures and options markets increased 1% and were flat for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenues decreased 3% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023. In the third quarter of 2024, increased sugar, coffee and cotton volumes were offset by lower cocoa volumes.
Previous wording
–Sugar futures and options volumes decreased 17% and 20% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023.
Current wording
–Sugar futures and options volumes decreased 8% and increased 17% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.
Previous wording
–Other agricultural and metal futures and options volume increased 16% and 6% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023.
Current wording
–Other agricultural and metal futures and options volume increased 8% and decreased 11% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.
Previous wording
•Financial Futures and Options: Total volumes in our financial futures and options markets increased 21% and 46% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023 and revenues increased 15% and 26% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, including the impacts of foreign exchange effects. The six and three months ended June 30, 2024 benefited from interest rate volatility related to central bank activity speculation.
Current wording
•Financial Futures and Options: Total volumes in our financial futures and options markets increased 28% and 43% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenues increased 19% and 26% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, including the impacts of foreign exchange effects. The nine and three months ended September 30, 2024 benefited from interest rate volatility related to central bank activity speculation.
Previous wording
–Interest rate futures and options volume increased 28% and 56% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023 and revenue increased 27% and 41% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. The six and three months ended June 30, 2024 benefited from interest rate volatility related to increased central bank activity speculation.
Current wording
–Interest rate futures and options volume increased 36% and 52% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 and revenue increased 30% and 37% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The nine and three months ended September 30, 2024 benefited from interest rate volatility related to increased central bank activity speculation.
Previous wording
–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 12% for the six months ended June 30, 2024, and were flat for the three months ended June 30, 2024, from the comparable periods in 2023. Revenue decreased 6% and increased 3% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. The decrease in other financial futures and options volume was primarily due to lower equity market volatility than during the comparable period in 2023.
Current wording
–Other financial futures and options volume, which includes our MSCI®, FTSE® and NYSE FANG+ equity index products, decreased 9% and 2% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. Revenue decreased 3% and increased 4% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023. The decrease in other financial futures and options volume was primarily due to lower equity market volatility than during the comparable period in 2023.
Previous wording
•Cash Equities and Equity Options: Cash equities volume increased 8% and 15% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, due to increased market share as compared to the same prior year period. Cash equities revenues, net of transaction-based expenses, were $151 million and $134 million for the six months ended June 30, 2024 and 2023, respectively, and $80 million and $67 million for the three months ended June 30, 2024 and 2023, respectively. Equity options volume increased 14% and 22% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Equity options revenues, net of transaction-based expenses, were $59 million and $57 million for the six months ended June 30, 2024 and 2023, respectively, and $31 million and $29 million for the three months ended June 30, 2024 and 2023, respectively.
Current wording
•Cash Equities and Equity Options: Cash equities volume increased 9% and 11% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Cash equities revenues, net of transaction-based expenses, were $228 million and $198 million for the nine months ended September 30, 2024 and 2023, respectively, and $77 million and $64 million for the three months ended September 30, 2024 and 2023, respectively. Equity options volume increased 20% and 32% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, driven by increased participation and higher market share. Equity options revenues, net of transaction-based expenses, were $89 million and $86 million for the nine months ended September 30, 2024 and 2023, respectively, and $30 million and $29 million for the three months ended September 30, 2024 and 2023, respectively.
Previous wording
•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.
Current wording
•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 1% and 5% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023.
Previous wording
•Data and Connectivity Services: Our data and connectivity services revenues increased 3% and 4% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023. The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing customers.
Current wording
•Data and Connectivity Services: Our data and connectivity services revenues increased 3% for both the nine and three months ended September 30, 2024 from the comparable periods in 2023. The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers and increased purchases by existing customers.
Previous wording
•Listings Revenues: Through NYSE, NYSE American and NYSE Arca, 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 decreased 3% for both the six and three months ended June 30, 2024 from the comparable periods in 2023 due to the roll off of initial listing fees from the strong initial public offering, or IPO, market in 2021. All listings fees are billed upfront, and revenues are recognized over time as the identified performance obligations are satisfied.
Current wording
•Listings Revenues: Through NYSE, NYSE American and NYSE Arca, 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 decreased 3% and 1% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023 due to the roll off of initial listing fees from the strong initial public offering, or IPO, market in 2021. All listings fees are billed upfront, and revenues are recognized over time as the identified performance obligations are satisfied.
Previous wording
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 transaction and clearing fee 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 transaction and clearing 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 $205 million and $175 million for the six months ended June 30, 2024 and 2023, respectively, and $138 million and $56 million for the three months ended June 30, 2024 and 2023, respectively. The increase in Section 31 fees during the six and three months ended June 30, 2024 was primarily due to an increase in rates. 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 $203 million as of June 30, 2024.
Current wording
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 transaction and clearing fee 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 transaction and clearing 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 $437 million and $231 million for the nine months ended September 30, 2024 and 2023, respectively, and $232 million and $56 million for the three months ended September 30, 2024 and 2023, respectively. The increase in Section 31 fees during the nine and three months ended months ended September 30, 2024 was primarily due to an increase in rates and volume during the period. 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 $76 million as of September 30, 2024.
Previous wording
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 transaction and clearing fee revenue. Cash liquidity payments, routing and clearing fees were $886 million and $849 million for the six months ended June 30, 2024 and 2023, respectively, and $442 million and $392 million for the three months ended June 30, 2024 and 2023, respectively.
Current wording
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 transaction and clearing fee revenue. Cash liquidity payments, routing and clearing fees were $1.3 billion and $1.2 billion for the nine months ended September 30, 2024 and 2023, respectively, and $452 million and $370 million for the three months ended September 30, 2024 and 2023, respectively.
Previous wording
For both of the six and three months ended June 30, 2024, 11% of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros, and for both of the six and three months ended June 30, 2023, 12% 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 $1 million and lower by $1 million for the six and three months ended June 30, 2024, respectively, than the comparable periods in 2023.
Current wording
For the nine and three months ended September 30, 2024, 11% and 10%, respectively, of our Fixed Income and Data Services segment revenues were billed in pounds sterling or euros, and for both the nine and three months ended September 30, 2023, 11% 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 $3 million and $2 million for the nine and three months ended September 30, 2024, respectively, than the comparable periods in 2023.
Previous wording
Our Fixed Income and Data Services revenues increased 2% and 4% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023, primarily due to strength in our fixed income data and analytics products and our other data and network services.
Current wording
Our Fixed Income and Data Services revenues increased 3% and 5% for the nine and three months ended September 30, 2024, respectively, from the comparable periods in 2023, primarily due to strength in our fixed income data and analytics products and our other data and network services.
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Current report — wording carried from elsewhere
Low-Taxed Income in 2023 and 2024, thus the majority of our foreign earnings in 2023 and 2024 are not expected to be subject to immediate U.S. income taxation. These foreign earnings can also generally be distributed to the U.S. with no additional material U.S. income tax consequences, primarily due to the availability of dividend received deductions.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Our OTC and other revenues decreased 1% and 3% for the six and three months ended June 30, 2024, respectively, from the comparable periods in 2023.