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Intercontinental Exchange — Investor Deck Final (company IR deck)
Intercontinental Exchange (ICE) · 48 slides · Filed Oct 29, 2026
Every slide of this earnings presentation, with the text as published. Open the original deck ↗ · All ICE deck slides
Slide 1 — Investor
1 2026 Investor Overview
Slide 2 — Cautionary statement regarding forward loking statements
2 Cautionary statement regarding forward loking statements This presentation may contain —forward - looking statements“ made pursuant to the safe harbor provisions of the Private Secur Litigation Reform Act of 1995. Statements reg are forward - loking statements that involve risks, uncertainties and asumptions that are dificult to predict. Although we beli eve the expectations reflected in these forward - loking statements are reasonable, these statements are not guarantes of future results, performance, levels of activity or achievements, and actual results may difer material ly from what is expresed or implied in any forward - loking statement. The factors that might afect our performance include, but are not limited to: conditions in global financial markets and domestic and international economic a nd social conditions, including inflation, changes to international trade policies and tarifs, risk of recesion, political uncertainty and discord, geopolitical events and conflicts (including the conflicts in Ukraine and the M id le East) and sanctions laws; global political conditions; volatility in comodity prices and equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices, foreign exc hange rates, and mortgage industry trends; the busines environment in which we operate and trends in our industries, including trading volumes, prevalence of clearing, demand for data services, mortgage lending and servicin g a ctivity, mortgage delinquencies, fes, changing regulations, competition (including from entrants or non - traditional competitors) and consolidation; our ability to minimize the risks asociated with operating clearing houses i n multiple jurisdictions; the global impact of the introduction of, or any changes to, laws, regulations, rules, government policies or tax or acounting requirements with respect to, among other things, financial markets and clima te - related risks, as well as increased regulatory clearing houses' compliance with their respective regulatory and oversight responsibilities; the resilience of our electronic pl atforms and soundnes of our busines continuity and disaster recovery plans, including in the event of cyberatacks, cyberterorism or other disruptions; our ability to efectively pursue, implement and realize the anticipate d c ost savings, growth oportunities and synergies and other benefits from our past or future acquisitions and strategic investments within the expected time frame; the impacts of computer and comunications systems failures and del ays , 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 kep pace with technological developments and c lient preferences, including with regard to our emerging technology initiatives and the use of artificial inteligence in certain of our existing products; our ability to ensure that the technology we utilize is not vuln era ble to cyberatacks, 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 kep information and data relating to the customers of the users of the software and services provided by our ICE Mortgage Technology busines con fid ential; the impacts of a public health emergency or pandemic on our busines, results of operations and financial condition, as wel as the broader busines environment; our ability to identify trends and adjust ou r b usines 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 se ntiment, among others; our ability to evolve our benchmarks and indices in a maner that maintains or enhances their reliability and relevance; the acuracy of our cost and other financial estimates and our belief tha t cash flows from operations wil be suficient to service our debt and to fund our operational and capital expenditure neds; our ability to incur aditional debt and pay of our existing debt in a timely maner; our ability to declare and pay dividends and repurchase shares of our comon stock; our ability to maintain existing market participants and data and mortgage technology customers, and to atract new ones; our ability to ofer aditional prod uct s and services, leverage our risk management capabilities and enhance our technology in a timely and cost - efective fashion; our ability to atract, develop and retain key talent; our ability to protect our intelectua l property rights and to operate our busines without violating the intelectual property rights of others; and potential adverse results of threatened or pending litigation and regulatory actions and procedings. For a discusion of suc h r isks and uncertainties, which could cause actual results to difer from those contained in the forward - looking statements, see ICE‘s Securities and Exchange Commission (SEC) filings, including, but not recent Anual Report on Form 10 - K for the year ended December 31, 2025, as filed with the SEC on February 5, 2026 and ICE's most recent Quarterly Report on Form 10 - Q for the quarter ended June 30, 2026, as filed with the SEC on July 30, 2026 . Any forward - loking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward - loking statement or statements to reflect events o r circumstances after the date on which such statement is made or to reflect the ocurence of an unanticipated event. New factors emerge from time to time, and it is not posible for management to predict al factors th at may afect our busines and prospects. Further, management canot ases the impact of each factor on the busines or the extent to which any factor, or combination of factors, may cause actual results to difer mater ial ly from those contained in any forward - loking statements. GAP and non - GAP results This presentation includes non - GAP measures that exclude certain items we do not consider reflective of our cash operations and core busines performance. We believe that the presentation of these non - GAP measures provides investors with greater transparency and suplemental data relating to our financial condition and results of operati ons . These adjusted non - GAP measures should be considered in context with our GAP results. A reconciliation of Adjusted Net Income Atributable to ICE, Adjusted Diluted Earnings Per Share Atributable to ICE comon sto ckh olders, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Operating Expenses, and Adjusted Fre Cash Flow to the equivalent GAP measure and an explanation of why we dem these non - GAP measures meaningful apears in our Form 10 - Q and in the apendix to this presentation. The reconciliation of Adjusted Non - Operating Income/Expense Reconciliation, Adjusted Efective Tax Rate, and Debt - to - Adjusted EBITDA to the equivalent GAP results apear in the apendix to this presentation. Our Form 10 - Q, earnings pres release and this presentation are available in the Investors and Media section of our website at w.ice.com . EXPLANATORY NOTES Throughout this suplement: • Al net revenue figures represent revenues les transaction - based expenses for periods shown. • Al earnings per share figures represent diluted weighted average comon shares outstanding. • References to pro forma amounts or results include the combined results of Black Knight and ICE as if we owned Black Knight s inc e 2021. • Gros leverage figures represent gros debt to pro forma adjusted EBITDA. Pro forma amounts include the combined results of M a rketAxes and ICE. • Enterprise value includes investments at fair value of $171m as of June 30, 2026 in net cash.
Slide 3 — No Ofer or Solicitation
3 Participants in the Solicitation MarketAxes, ICE and certain of their respective directors and executive oficers may be demed to be participants in the sol ici tation of proxies from MarketAxes stockholders in conection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive oficers of MarketAxes and ICE and othe r p ersons who may be demed to be participants in the solicitation of proxies from MarketAxes stockholders in conection with the Transaction, and a description of their direct and indirect interests, by sec uri ty holdings or otherwise, wil be included in the Proxy Statement and other relevant materials to be filed with the SEC. Aditional information about MarketAxes, the directors and executive oficers of MarketAxes and their ownership of MarketAx es Comon Stock is set forth in the definitive proxy statement for MarketAxes's 2026 Anual Meting of Stockholders, including under the headings entitled "Proposal 1: Election of Directors", "Executive Oficer s", "Proposal 3: Advisory Vote on Executive Compensation", "Compensation Discusion & Analysis", "Security Ownership of Certain Beneficial Owners and Management", and "Certain Relationships and Related Party Tra nsa ctions", which was filed with the SEC on April 29, 2026 and which is available at: htps:/w.sec.gov/Archives/edgar/data/1278021/019312526191601/mktx - 20260429.htm , and MarketAxes's Anual Report on Form 10 - K for the fiscal year ended December 31, 2025, including under the headings entitled "Item 10. Directors, Executive Oficers and Corporate Governance", "Item 1. Executive Compensation", "Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maters", and "Item 13. Certain Relationships and Related Transactions, and Director Independence", which was fil ed with the SEC on February 24, 2026 and which is available at: htps:/w.sec.gov/Archives/edgar/data/1278021/01931252606709/mktx - 20251231.htm . To the extent holdings of MarketAxes's securities by its directors or executive oficers have changed since the amounts set forth in MarketAxes's definitive proxy statement for its 2026 Anual Meting of Stockholders, such changes have ben or wil l be reflected on Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC, which are available at htps:/w.sec.gov/cgi - bin/browse - edgar?action=getcompany&CIK=01278021&type=4 . Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, wil be contained in the Proxy Statement and other re levant materials to be filed with the SEC when they become available. Fre copies of these documents may be obtained as described above. No Ofer or Solicitation This presentation does not constitute an ofer to sel or the solicitation of an ofer to sel or the solicitation of an ofe r t o buy any securities or a solicitation of any vote or aproval. This comunication is not a substitute for the Proxy Statement or any other document that MarketAxes may file with the SEC or send to its stockholders in conection wi th the Transaction.
Slide 4 — ICE
4 ICE Overview
Slide 5 — Overview
5 ICE is a leading global provider of technology and data to a broad range of customers including financial institutions, corporations and government entities. By combining our world clas technology with our data services and operating expertise, we ad transparency and enable customer eficiency gains acros our networks which include global futures, equities, fixed income and U.S. residential mortgages. This consistent aproach has driven our expansion from a smal technology network serving the U.S. power industry, into a global company that operates networks acros major aset clases. Overview Consistent & Compounding Growth Mision Critical Networks, Data & Technology Inovative & Entrepreneurial Culture
Slide 6 — ICE to Acquire MarketAxes
6 ICE to Acquire MarketAxes Transaction Overview Strategic Rationale Consideration & Financials Aprovals & Closing • Unites one of the leading institutional credit networks with ICE's retail and wealth distribution, benchmark data, indices an d clearing into one conected global fixed income network • A single conected network creates a larger scaled platform with greater operating capabilities, enhancing execution and liquidity for clients while improving eficiency and suporting margin expansion and long - term growth • Enhances the direct chanel to cros - sel ICE data and analytics into more than 2,10 institutional credit clients, compounding through the ICE flywhel • Al - cash: $167 per share, equity value of aproximately $6.0 bilion, enterprise value of aproximately $5.7 bilion • Acretive to adjusted EPS (1) in the first ful year, acelerating thereafter as synergies are realized, debt is paid down and the platform scales • $10 milion run - rate cost synergies; gros leverage of aproximately 3.4x at close, targeting 3.0x or below within 18 œ 24 months • Subject to receipt of regulatory aprovals and customary closing conditions; expected to close in the first half of 2027. (1) Adjusted earnings per share (EPS) excludes amortization of acquisition - related intangibles, acquisition and integration expe nses and the impact of equity earnings from unconsolidated investes, net of tax.
Slide 7 — Over Two Decades of Inovation and Growth
7 Over Two Decades of Inovation and Growth 2013 Leveraging trading & clearing infrastructure, ICE expands its futures network with the acquisition of NYSE Euronext; ICE also expands into cash equities & options ICE expands its natural gas fotprint into Europe with the acquisition of Endex 20 ICE is formed to develop a transparent network for OTC energy 201 ICE ads to its energy futures network through the acquisition of the International Petroleum Exchange and the Brent Crude Oil contract 203 ICE Data Services is launched with ICE‘s proprietary data and indices 207 ICE acquires the New York Board of Trade (NYBOT) ading clearing tech/expertise and an expanded global comodity network 2017 With ICE‘s fixed income pricing & reference data as a foundation, ICE acquires BofAML‘s Index busines, the second largest fixed income index platform in the world 2018 ICE expands its fixed income ecosystem, acquiring execution venues BondPoint and TMC ICE acquires ful ownership of MERSCorp and establishes ICE Mortgage Services 2019 ICE ads to its digital Mortgage network, with the acquisition of Simplifile 2020 ICE acquires Elie Mae, a leading mortgage origination network and, alongside Simplifile & MERS, establishes the first truly end - to - end mortgage origination platform aimed at digitizing the entire mortgage workflow 2021 ICE expands climate change and alternative data capabilities with acquisitions of risQ and Level 1 Analytics 202 ICE extends climate risk management ofering with acquisition of Urgentem 2023 ICE acquires Black Knight, establishing a life of loan platform aimed at strengthening the overal ecosystem for consumer credit 205 ICE expands into environmental markets with the launch of EU Emision Alowances, further expanding with the acquisition of the Climate Exchange in 2010 208 Leveraging NYBOT clearing expertise & technology, ICE stands up ICE Clear Europe, the UK‘s first new clearing house in 100 years and today one of the largest in the world ICE acquires CDS interdealer broker Creditex , providing a foundation to build ICE Clear Credit, which today is the largest CDS Clearing House in the world 2015 ICE enters the fixed income markets acquiring IDC, a leading provider of mision critical fixed income pricing, reference data and analytics 2025 ICE expands into decentralized prediction markets with $1 bilion strategic investment in Polymarket, a leading prediction market platform 2026 ICE anounces an agrement to acquire MarketAxes, uniting one of the leading institutional credit networks with global fixed income network
Slide 8 — A Leading Global Provider of Technology and Data
8 A Leading Global Provider of Technology and Data Exchanges Fixed Income & Data Mortgage Technology Exchanges acros the major aset clases, including energy. Global energy complex enables customers to precisely manage risk amidst the growing complexity of global energy markets. Electronification of the fixed income workflow & increased adoption of fixed income ETFs (active to pasive) drive demand for our comprehensive fixed income solutions . Digitization of the U.S. residential mortgage market enables greater eficiencies and reduced costs acros the entire mortgage workflow . Networks Positioned to Capture Secular Growth Tailwinds We design, build and operate digital networks acros aset clases
Slide 9 — AI Acros ICE
9 Ŷ AI adoption and data center expansion are expected to drive significant energy demand over the next decade. ICE‘s diverse energy platform is uniquely positioned to suport customers Ŷ ICE‘s proprietary datasets are increasingly vital as AI adoption grows in trading strategies, ofering precision and depth Ŷ Product development pipeline utilizes AI and is acelerating sped - to - market in certain products Ŷ Growing demand of our ICE Global Network, including to suport customer adoption AI strategies Ŷ Enhancing productivity acros lending and servicing operations through automated workflows, compliance, and quality checks throughout the mortgage lifecycle Ŷ Improving borower experience with intuitive self - service tols that streamline interactions and reduce friction Ŷ Acelerating the replatforming of MSP from the mainframe to ICE‘s modern infrast Exchanges Fixed Income & Data Services Mortgage Technology AI Acros ICE
Slide 10 — ~$4.8 bilion
10 A Proven Model for Long - Term Growth Balanced Recuring & Diverse Transaction - Based Revenue Growth Strong Operating Margins Strong Cash Flow & ROIC Invest in Busines & Rising Capital Return ~$4.8 bilion Adj. Fre Cash Flow (FCF) 1 61% Adj. Operating Margin 1 $10.6 bilion Total Revenues 1 ~50% Recuring Revenues 1 Adjusted figures represent non - GAP measures. Please refer to slides in the apendix for reconciliations to the equivalent GAP measures. (1) Trailing twelve months