Exhibit 3.2
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF INTERCONTINENTAL EXCHANGE, INC.
Intercontinental Exchange,
Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby
certifies as follows:
(1)
The present name of the Corporation is Intercontinental Exchange, Inc. The name under which the Corporation was originally
incorporated was IntercontinentalExchange Group, Inc., and the original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on March 6, 2013.
(2)
This Fifth Amended and Restated Certificate of Incorporation of the Corporation only restates and integrates, and does not
further amend, the provisions of the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as heretofore
amended, and there is no discrepancy between those provisions and the provisions of this Fifth Amended and Restated Certificate
of Incorporation.
(3)
This Fifth Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with
Section 245 of the General Corporation Law of the State of Delaware (the “DGCL”).
(4)
Pursuant to Section 245 of the DGCL, the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby restated and integrated to read in its entirety as set forth on Exhibit A.
(5)
This Fifth Amended and Restated Certificate of Incorporation of the Corporation shall become effective at 3:02 p.m., Eastern
Time, on October 30, 2019.
IN WITNESS WHEREOF, the undersigned,
a duly authorized officer of the Corporation, has executed this Fifth Amended and Restated Certificate of Incorporation of the
Corporation on this 30th day of October, 2019.
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INTERCONTINENTAL
EXCHANGE, INC.
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By:
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/s/ Scott A. Hill
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Name:
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Scott A. Hill
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Title:
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Chief Financial Officer
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Exhibit A
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF INTERCONTINENTAL EXCHANGE, INC.
ARTICLE
I
Name of Corporation
The name of the Corporation is Intercontinental
Exchange, Inc.
ARTICLE
II
Registered Office
The address of the Corporation’s registered
office in the State of Delaware, County of New Castle, is 3411 Silverside Road, Tatnall Building No. 104, Wilmington, Delaware
19810. The name of its registered agent at such address is: United Agent Group Inc.
ARTICLE
III
Purpose
The nature or purposes to be conducted or
promoted by the Corporation are to engage in any lawful act or activity for which Corporations may be organized under the Delaware
General Corporation Law.
ARTICLE
IV
Stock
A.
Classes and Series of Stock. The Corporation is authorized to issue two classes of stock to be designated,
respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock that the Corporation
is authorized to issue is one billion six hundred million (1,600,000,000) shares, consisting of:
1.
one billion five hundred million (1,500,000,000) shares of Common Stock, par value $0.01 per share, which shares
shall be designated as “Common Stock” (the “Common Stock”); and
2.
one hundred million (100,000,000) shares of Preferred Stock, par value $0.01 per share, which shares shall be designated
as “Preferred Stock” (the “Preferred Stock”).
B.
Preferred Stock. Shares of Preferred Stock may be issued in one or more series from time to time by the Board
of Directors, and the Board of Directors is expressly authorized, to the fullest extent permitted by law, to fix by resolution
or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof,
of the shares of each series of Preferred Stock, including without limitation the following:
1.
the distinctive serial designation of such series, which shall distinguish it from other series;
2.
the number of shares included in such series;
3.
whether dividends shall be payable to the holders of the shares of such series and, if so, the basis on which such
holders shall be entitled to receive dividends (which may include, without limitation, a right to receive such dividends or distributions
as may be declared on the shares of such series by the Board of Directors of the Corporation, a right to receive such dividends
or distributions, or any portion or multiple thereof, as may be declared on the Common Stock or any other class of stock or, in
addition to or in lieu of any other right to receive dividends, a right to receive dividends at a particular rate or at a rate
determined by a particular method, in which case such rate or method of determining such rate may be set forth), the form of such
dividends, any conditions on which such dividends shall be payable and the date or dates, if any, on which such dividends shall
be payable;
4.
whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having
cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of
such series shall be cumulative;
5.
the amount or amounts that shall be payable out of the assets of the Corporation to the holders of the shares of
such series upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of
priority, if any, of payment of the shares of such series;
6.
the price or prices at which, the period or periods within which and the terms and conditions upon which the shares
of such series may be redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders
thereof or upon the happening of a specified event or events;
7.
the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund
or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares
of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
8.
whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option
of the holder or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into
shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation,
and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto; and
9.
whether or not the holders of the shares of such series shall have voting rights or powers, in addition to the voting
rights and powers provided by law, and if so the terms of such voting rights or powers, which may provide, among other things and
subject to the other provisions of this Amended and Restated Certificate of Incorporation, that each share of such series shall
carry one vote or more or less than one vote per share, that the holders of such series shall be entitled to vote on certain matters
as a separate class (which for such purpose may be comprised solely of such series or of such series together with one or more
other series or classes of stock of the Corporation) and that all of the shares of such series entitled to vote on a particular
matter shall be deemed to be voted on such matter in the manner that a specified portion of the voting power of the shares of such
series or separate class are voted on such matter.
For all purposes, this Amended and Restated
Certificate of Incorporation shall include each certificate of designations (if any) setting forth the terms of a series of Preferred
Stock.
Subject to the rights, if any, of the holders
of any series of Preferred Stock set forth in a certificate of designations, an amendment of this Amended and Restated Certificate
of Incorporation to increase or decrease the number of authorized shares of any series of Preferred Stock (but not below the number
of shares thereof then outstanding) may be adopted by resolution adopted by the Board of Directors of the Corporation and approved
by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of Common Stock entitled to
vote thereon and all other outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions
of Section 242(b)(2) of the Delaware General Corporation Law as it now exists or as it may hereafter be amended, with such outstanding
shares of Common Stock and other stock considered for this purpose as a single class, and no vote of the holders of any series
of Preferred Stock, voting as a separate class, shall be required therefor.
Except as otherwise required by law or provided
in the certificate of designations for the relevant series of Preferred Stock, holders of Common Stock shall not be entitled to
vote on any amendment of this Amended and Restated Certificate of Incorporation that alters or changes the powers, preferences,
rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled,
either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon as a separate class
pursuant to this Amended and Restated Certificate of Incorporation or pursuant to the Delaware General Corporation Law as then
in effect.
C.
Options, Warrants and Other Rights. The Board of Directors is authorized to create and issue options, warrants
and other rights from time to time entitling the holders thereof to purchase securities or other property of the Corporation or
any other entity, including any class or series of stock of the Corporation or any other entity and whether or not in connection
with the issuance or sale of any securities or other property of the Corporation, for such consideration (if any), at such times
and upon such other terms and conditions as may be determined or authorized by the Board and set forth in one or more agreements
or instruments. Among other things and without limitation, such terms and conditions may provide for the following:
1.
adjusting the number or exercise price of such options, warrants or other rights or the amount or nature of the securities
or other property receivable upon exercise thereof in the event of a subdivision or combination of any securities, or a recapitalization,
of the Corporation, the acquisition by any Person (as defined in paragraph A.9 of Article V) of beneficial ownership of securities
representing more than a designated percentage of the voting power of any outstanding series, class or classes of securities, a
change in ownership of the Corporation’s securities or a merger, statutory share exchange, consolidation, reorganization,
sale of assets or other occurrence relating to the Corporation or any of its securities, and restricting the ability of the Corporation
to enter into an agreement with respect to any such transaction absent an assumption by another party or parties thereto of the
obligations of the Corporation under such options, warrants or other rights;
2.
restricting, precluding or limiting the exercise, transfer or receipt of such options, warrants or other rights by
any Person that becomes the beneficial owner of a designated percentage of the voting power of any outstanding series, class or
classes of securities of the Corporation or any direct or indirect transferee of such a Person, or invalidating or voiding such
options, warrants or other rights held by any such Person or transferee; and
3.
permitting the Board of Directors (or certain directors specified or qualified by the terms of the governing instruments
of such options, warrants or other rights) to redeem, terminate or exchange such options, warrants or other rights.
This Section C shall not be construed in any
way to limit the power of the Board of Directors to create and issue options, warrants or other rights.
ARTICLE
V
Limitations on Voting
and Ownership
A.
Voting Limitation.
1.
Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation, for so long as the
Corporation shall directly or indirectly control a national securities exchange registered under Section 6 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), (a) no Person, either alone or together with its Related Persons, as
of any record date for the determination of stockholders entitled to vote on any matter, shall be entitled to vote or cause the
voting of shares of stock of the Corporation beneficially owned by such Person or its Related Persons, in person or by proxy or
through any voting agreement or other arrangement, to the extent that such shares represent in the aggregate more than 10% of the
then outstanding votes entitled to be cast on such matter, without giving effect to this ARTICLE V (such threshold being hereinafter
referred to as the “Voting Limitation”), and the Corporation shall disregard any such votes purported to be
cast in excess of the Voting Limitation; and (b) if any Person, either alone or together with its Related Persons, is party to
any agreement, plan or other arrangement relating to shares of stock of the Corporation entitled to vote on any matter with any
other Person, either alone or together with its Related Persons, under circumstances that would result in shares of stock of the
Corporation that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding
of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but
for this ARTICLE V, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of
shares of stock of the Corporation that would exceed 10% of the then outstanding votes entitled to be cast on such matter (assuming
that all shares of stock of the Corporation that are subject to such agreement, plan or other arrangement are not outstanding votes
entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or
together with its Related Persons, shall not be entitled to vote or cause the voting of shares of stock of the Corporation beneficially
owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement
or other arrangement, to the extent that such shares represent in the aggregate more than the Recalculated Voting Limitation, and
the Corporation shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation.
2.
The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and
until: (a) such Person shall have delivered to the Board of Directors a notice in writing, not less than 45 days (or such shorter
period as the Board of Directors shall expressly consent to) prior to any vote, of such Person’s intention, either alone
or together with its Related Persons, to vote or cause the voting of shares of stock of the Corporation beneficially owned by such
Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, in excess of the Voting
Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board of Directors shall have resolved to expressly permit
such voting; and (c) such resolution shall have been filed with, and approved by, the U.S. Securities and Exchange Commission
(the “SEC”) under Section 19(b) of the Exchange Act and shall have become effective thereunder.
3.
Subject to its fiduciary obligations under applicable law, the Board of Directors shall not adopt any resolution
pursuant to clause (b) of Section A.2 of this ARTICLE V unless the Board of Directors shall have determined that:
(a)
the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable,
by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any national securities exchange
registered under Section 6 of the Exchange Act that is directly or indirectly controlled by the Corporation (each such national
securities exchange so controlled, an “Exchange”), any entity controlled by the Corporation that is not itself an Exchange
but that directly or indirectly controls an Exchange (each such controlling entity, an “Intermediate Holding Company”)
or the Corporation to discharge their responsibilities under the Exchange Act and the rules and regulations thereunder and (ii)
is otherwise in the best interests of (w) the Corporation, (x) its stockholders and (y) each Exchange;
(b)
the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable,
by such Person, either alone or together with its Related Persons, will not impair the SEC’s ability to enforce the Exchange
Act;
(c)
in the case of a resolution to approve the exercise of voting rights in excess of 20% of the then outstanding votes
entitled to be cast on such matter, (i) neither such Person nor any of its Related Persons is subject to any statutory disqualification
(as defined in Section 3(a)(39) of the Exchange Act) (any such person subject to statutory disqualification being referred to in
this Amended and Restated Certificate of Incorporation as a “U.S. Disqualified Person”); and (ii) for so long
as the Corporation directly or indirectly controls one or more Exchanges, neither such Person nor
any of its Related Persons is a Member (as defined below) of any Exchange;
(d)
in the case of a resolution to approve the entering into of an agreement, plan or other arrangement under circumstances
that would result in shares of stock of the Corporation that would be subject to such agreement, plan or other arrangement not
being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other
arrangement would be to enable any Person, but for this ARTICLE V, either alone or together with its Related Persons, to vote,
possess the right to vote or cause the voting of shares of stock of the Corporation that would exceed 20% of the then outstanding
votes entitled to be cast on such matter (assuming that all shares of stock of the Corporation that are subject to such agreement,
plan or other arrangement are not outstanding votes entitled to be cast on such matter), (i) neither such Person nor any of its
Related Persons is a U.S. Disqualified Person; and (ii) for so long as the Corporation directly or indirectly controls one or more
Exchanges, neither such Person nor any of its Related Persons is a Member of any Exchange.
4.
In making such determinations, the Board of Directors may impose such conditions and restrictions on such Person
and its Related Persons owning any shares of stock of the Corporation entitled to vote on any matter as the Board of Directors
may in its sole discretion deem necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the
governance of the Corporation.
5.
If and to the extent that shares of stock of the Corporation beneficially owned by any Person or its Related Persons
are held of record by any other Person (the “Record Owner”), this Section A of ARTICLE V shall be enforced against
such Record Owner by limiting the votes entitled to be cast by such Record Owner in a manner that will accomplish the Voting Limitation
and the Recalculated Voting Limitation applicable to such Person and its Related Persons.
6.
This Section A of ARTICLE V shall not apply to (1) any solicitation of any revocable proxy from any stockholder of
the Corporation by or on behalf of the Corporation or by any officer or director of the Corporation acting on behalf of the Corporation
or (2) any solicitation of any revocable proxy from any stockholder of the Corporation by any other stockholder that is conducted
pursuant to, and in accordance with, Regulation 14A promulgated pursuant to the Exchange Act (other than a solicitation pursuant
to Rule 14a-2(b)(2) promulgated under the Exchange Act, with respect to which this Section A of ARTICLE V shall apply).
7.
For purposes of this Section A of ARTICLE V, no Person shall be deemed to have any agreement, arrangement or understanding
to act together with respect to voting shares of stock of the Corporation solely because such Person or any of such Person’s
Related Persons has or shares the power to vote or direct the voting of such shares of stock as a result of (1) any solicitation
of any revocable proxy from any stockholder of the Corporation by or on behalf of the Corporation or by any officer or director
of the Corporation acting on behalf of the Corporation or (2) any solicitation of any revocable proxy from any stockholder of the
Corporation by any other stockholder that is conducted pursuant to, and in accordance with, Regulation 14A promulgated pursuant
to the Exchange Act (other than a solicitation pursuant to Rule 14a-2(b)(2) promulgated under the Exchange Act, with respect to
which this Section A of ARTICLE V shall apply), except if such power (or the arrangements relating thereto) is then reportable
under Item 6 of Schedule 13D under the Exchange Act (or any similar provision of a comparable or successor report).
8.
“Member” shall mean a Person that is a “member” of an Exchange within the meaning of Section
3(a)(3)(A) of the Exchange Act.
9.
“Person”
shall mean any natural person, company, corporation or similar entity, government, or political subdivision, agency, or instrumentality
of a government.
10. “Related
Persons” shall mean with respect to any Person:
(a)
any “affiliate” of such Person (as such term is defined in Rule 12b-2 under the Exchange Act);
(b)
any other Person(s) with which such first Person
has any agreement, arrangement or understanding (whether or not in writing) to act together for the purpose of acquiring, voting,
holding or disposing of shares of the stock of the Corporation;
(c)
in the case of a Person that is a company, corporation
or similar entity, any executive officer (as defined under Rule 3b-7 under the Exchange Act) or director of such Person and, in
the case of a Person that is a partnership or a limited liability company, any general partner, managing member or manager of
such Person, as applicable;
(d)
in the case of a Person that
is a Member, any Person that is associated with such Person (as determined using the definition of “person associated with
a member” as defined under Section 3(a)(21) of the Exchange Act);
(e)
in the case of a Person that is a natural person and is a Member, any broker or dealer that is also a Member with which such Person
is associated (as determined using the definition of “person associated with a member” as defined under Section 3(a)(21)
of the Exchange Act);
(f)
in the case of a Person that is a natural person, any relative or spouse of such natural Person, or any relative of such spouse
who has the same home as such natural Person or who is a director or officer of the Corporation or any of its parents or subsidiaries;
(g)
in the case of a Person that is an executive officer (as defined under Rule 3b-7 under the Exchange Act), or a director of a company,
corporation or similar entity, such company, corporation or entity, as applicable; and
(h)
in the case of a Person that is a general partner, managing member or manager of a partnership or limited liability company, such
partnership or limited liability company, as applicable.
B.
Ownership Concentration Limitation.
1.
Except as otherwise provided in this Section B of ARTICLE V, for so long as the Corporation shall directly or indirectly
control any Exchange, no Person, either alone or together with its Related Persons, shall be permitted at any time to own beneficially
shares of stock of the Corporation representing in the aggregate more than 20% of the then outstanding votes entitled to be cast
on any matter (the “Concentration Limitation”).
2.
The Concentration Limitation shall apply to each Person unless and until: (a) such Person shall have delivered to
the Board of Directors a notice in writing, not less than 45 days (or such shorter period as the Board of Directors shall expressly
consent to) prior to the acquisition of any shares that would cause such Person (either alone or together with its Related Persons)
to exceed the Concentration Limitation, of such Person’s intention to acquire such ownership; (b) the Board of Directors
shall have resolved to expressly permit such ownership; and (c) such resolution shall have been filed with, and approved by, the
SEC under Section 19(b) of the Exchange Act and shall have become effective thereunder.
3.
Subject to its fiduciary obligations under applicable law, the Board of Directors shall not adopt any resolution
pursuant to clause (b) of Section B.2 of this ARTICLE V unless the Board of Directors shall have determined that:
(a)
such acquisition of beneficial ownership by such Person, either alone or together with its Related Persons, (i) will
not impair the ability of any Exchange, Intermediate Holding Company or the Corporation to
discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise
in the best interests of (w) the Corporation, (x) its stockholders and (y) each Exchange;
(b)
such acquisition of beneficial ownership by such Person, either alone or together with its Related Persons, will
not impair the SEC’s ability to enforce the Exchange Act. In making such determinations, the Board of Directors may impose
such conditions and restrictions on such Person and its Related Persons owning any shares of stock of the Corporation entitled
to vote on any matter as the Board of Directors may in its sole discretion deem necessary, appropriate or desirable in furtherance
of the objectives of the Exchange Act and the governance of the Corporation;
(c)
neither such Person nor any of its Related Persons is a U.S. Disqualified Person; and
(d)
for so long as the Corporation directly or indirectly controls any Exchange, neither
such Person nor any of its Related Persons is a Member of any Exchange.
4.
Unless the conditions specified in Section B.2 of this ARTICLE V are met, if any Person, either alone or together
with its Related Persons, at any time beneficially owns shares of stock of the Corporation in excess of the Concentration Limitation,
such Person and its Related Persons shall be obligated to sell promptly, and the Corporation shall be obligated to purchase promptly,
at a price equal to the par value of such shares of stock and to the extent funds are legally available therefor, that number of
shares of stock of the Corporation necessary so that such Person, together with its Related Persons, shall beneficially own shares
of stock of the Corporation representing in the aggregate no more than 20% of the then outstanding votes entitled to be cast on
any matter, after taking into account that such repurchased shares shall become treasury shares and shall no longer be deemed to
be outstanding.
5.
Nothing in this Section B of ARTICLE V shall preclude the settlement of transactions entered into through the facilities
of New York Stock Exchange; provided, however, that, if any Transfer of any shares of stock of the Corporation shall cause any
Person, either alone or together with its Related Persons, at any time to beneficially own shares of stock of the Corporation in
excess of the Concentration Limitation, such Person and its Related Persons shall be obligated to sell promptly, and the Corporation
shall be obligated to purchase promptly, shares of stock of the Corporation as specified in Section B.4 of this ARTICLE V.
6.
If any share of Common Stock shall be represented by a certificate, a legend shall be placed on such certificate
to the effect that such share of Common Stock is subject to the Concentration Limitations as set in Section B of this Article V.
If the shares of Common Stock shall be uncertificated, a notice of such restrictions and limitations shall be included in the statement
of ownership provided to the holder of record of such shares of Common Stock.
C.
Procedure for Repurchasing Stock.
1.
In the event the Corporation shall repurchase shares of stock (the “Repurchased Stock”) of the
Corporation pursuant to ARTICLE V, notice of such repurchase shall be given by first class mail, postage prepaid, mailed not less
than 5 business nor more than 60 calendar days prior to the repurchase date, to the holder of the Repurchased Stock, at such holder’s
address as the same appears on the stock register of the Corporation. Each such notice shall state: (a) the repurchase date; (b)
the number of shares of Repurchased Stock to be repurchased; (c) the aggregate repurchase price, which shall equal the aggregate
par value of such shares; and (d) the place or places where such Repurchased Stock is to be surrendered for payment of the aggregate
repurchase price. Failure to give notice as aforesaid, or any defect therein, shall not affect the validity of the repurchase of
Repurchased Stock. From and after the repurchase date (unless default shall be made by the Corporation in providing funds for the
payment of the repurchase price), shares of Repurchased Stock which have been repurchased as aforesaid shall become treasury shares
and shall no longer be deemed to be outstanding, and all rights of the holder of such Repurchased Stock as a stockholder of the
Corporation (except the right to receive from the Corporation the repurchase price against delivery to the Corporation of evidence
of ownership of such shares) shall cease. Upon surrender in accordance with said notice of evidence of ownership of Repurchased
Stock so repurchased (properly assigned for transfer, if the Board of Directors shall so require and the notice shall so state),
such shares shall be repurchased by the Corporation at par value.
2.
If and to the extent that shares of stock of the Corporation beneficially owned by any Person or its Related Persons
are held of record by any other Person, this ARTICLE V shall be enforced against such Record Owner by requiring the sale of shares
of stock of the Corporation held by such Record Owner in accordance with this ARTICLE V, in a manner that will accomplish the Concentration
Limitation applicable to such Person and its Related Persons.
D.
Right to Information; Determinations by the Board of Directors. The Board of Directors shall have the right
to require any Person and its Related Persons that the Board of Directors reasonably believes (i) to be subject to the Voting Limitation
or the Recalculated Voting Limitation, (ii) to own beneficially (within the meaning of Rules 13d-3 and 13d-5 under the Exchange
Act) shares of stock of the Corporation entitled to vote on any matter in excess of the Concentration Limitation, or (iii) to own
beneficially (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) an aggregate of 5% or more of the then outstanding
shares of stock of the Corporation entitled to vote on any matter, which ownership such Person, either alone or together with its
Related Persons, has not reported to the Corporation, to provide to the Corporation, upon the Board of Directors’ request,
complete information as to all shares of stock of the Corporation beneficially owned by such Person and its Related Persons and
any other factual matter relating to the applicability or effect of this ARTICLE V as may reasonably be requested of such Person
and its Related Persons. Any constructions, applications or determinations made by the Board of Directors pursuant to ARTICLE V
in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive
and binding upon the Corporation and its directors, officers and stockholders.
ARTICLE
VI
Board of Directors
A.
Powers of the Board of Directors—General. All corporate powers shall be exercised by the Board of Directors
of the Corporation, except as otherwise specifically required by law or as otherwise provided in this Amended and Restated Certificate
of Incorporation.
B.
Number of Directors. The number of directors of the Corporation shall be fixed only by resolution of the Board
of Directors of the Corporation from time to time in the manner set forth in the bylaws.
C.
Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number
of directors or from any other cause (other than vacancies and newly created directorships that the holders of any class or classes
of stock or series thereof are expressly entitled by this Amended and Restated Certificate of Incorporation to fill) may be filled
by, and only by, a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any
director appointed to fill a vacancy or a newly created directorship shall hold office until his or her successor is elected and
qualified or until his or her earlier resignation or removal.
D.
Directors representing holders of Preferred Stock. Notwithstanding Section C of this ARTICLE VI, in the event
that the holders of any class or series of Preferred Stock of the Corporation shall be entitled, voting separately as a class,
to elect any directors of the Corporation, then any vacancies and newly created directorships that are reserved to such holders
voting separately as a class shall be filled only by such holders voting separately as a class, provided always that the total
number of directors of the Corporation shall not exceed the number fixed pursuant to Section B of this ARTICLE VI. Except as otherwise
provided in the terms of such class or series, (i) the terms of the directors elected by such holders voting separately as a class
shall expire at the annual meeting of stockholders next succeeding their election and (ii) any director or directors elected by
such holders voting separately as a class may be removed, with or without cause, by the holders of a majority of the voting power
of all outstanding shares of stock of the Corporation entitled to vote separately as a class in an election of such directors.
E.
Power to Call Stockholder Meetings. Special meetings of stockholders of the Corporation may be called at any
time by, but only by, (1) the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors
then in office, (2) the Chairman of the Board of Directors, (3) the Chief Executive Officer of the Corporation or (4) request
of holders of Common Stock representing in the aggregate at least 50% of the shares of Common Stock outstanding at such time that
would be entitled to vote at the meeting as determined under Section A.1 of ARTICLE V, in each case, to be held at such date, time
and place, if any, either within or without the State of Delaware as may be stated in the notice of the meeting.
F.
Bylaws. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, in furtherance
and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal
any or all of the bylaws of the Corporation.
G.
Considerations of the Board of Directors. In taking any action, including action that may involve or relate
to a change or potential change in the control of the Corporation, a director of the Corporation may consider, among other things,
both the long-term and short-term interests of the Corporation and its stockholders and the effects that the Corporation’s
actions may have in the short term or long term upon any one or more of the following matters:
1.
the prospects for potential growth, development, productivity and profitability of the Corporation and its subsidiaries;
2.
the current employees of the Corporation or its subsidiaries;
3.
the employees of the Corporation or its subsidiaries and other beneficiaries receiving or entitled to receive retirement,
welfare or similar benefits from or pursuant to any plan sponsored, or agreement entered into, by the Corporation or its subsidiaries;
4.
the customers and creditors of the Corporation or its subsidiaries;
5.
the ability of the Corporation and its subsidiaries to provide, as a going concern, goods, services, employment opportunities
and employment benefits and otherwise to contribute to the communities in which they do business;
6.
the potential impact on the relationships of the Corporation or its subsidiaries with regulatory authorities and
the regulatory impact generally; and
7.
such other additional factors as a director may consider appropriate in such circumstances.
Nothing in this Section G of ARTICLE VI shall
create any duty owed by any director, officer or employee of the Corporation to any Person to consider, or afford any particular
weight to, any of the foregoing matters or to limit his or her consideration to the foregoing matters. No employee, former employee,
beneficiary, customer, creditor, community or regulatory authority or member thereof shall have any rights against any director,
officer or employee of the Corporation or the Corporation under this Section G of ARTICLE VI.
ARTICLE
VII
Officer and Director
Disqualification
No person that is a U.S. Disqualified Person
may be a director or officer of the Corporation.
ARTICLE
VIII
Elections of Directors
Elections of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.
ARTICLE
IX
Stockholder Action
A.
No Action by Written Consent. No action of stockholders of the Corporation required or permitted to be taken
at any annual or special meeting of stockholders of the Corporation may be taken without a meeting of stockholders, without prior
notice and without a vote, and the power of stockholders of the Corporation to consent in writing to the taking of any action without
a meeting is specifically denied. Notwithstanding this ARTICLE IX, the holders of any series of Preferred Stock of the Corporation
shall be entitled to take action by written consent to such extent, if any, as may be provided in the terms of such series.
B.
Quorum. At each meeting of stockholders of the Corporation, except where otherwise required by law or this
Amended and Restated Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of stock
of the Corporation entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum
(it being understood that any shares in excess of the Voting Limitation or the Recalculated Voting Limitation shall not be counted
as present at the meeting and shall not be counted as outstanding shares of stock of the Corporation for purposes of determining
whether there is a quorum, unless and only to the extent that the Voting Limitation or the Recalculated Voting Limitation, as applicable,
shall have been duly waived pursuant to Section A or Section B of ARTICLE V). For purposes of the foregoing, where a separate vote
by class or classes is required for any matter, the holders of a majority of the voting power of the outstanding shares of such
class or classes entitled to vote, present in person or represented by proxy, shall constitute a quorum to take action with respect
to that vote on that matter. In the absence of a quorum of the holders of any class of stock of the Corporation entitled to vote
on a matter, the meeting of such class may be adjourned from time to time until a quorum of such class shall be so present or represented.
Shares of its own capital stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity, provided, further, that
any such shares of the Corporation’s own capital stock held by it in a fiduciary capacity shall be voted by the person presiding
over any vote in the same proportions as the shares of capital stock held by the other stockholders are voted (including any abstentions
from voting).
If this Amended and Restated Certificate of
Incorporation provides for more or less than one vote for any share of stock of the Corporation on any matter or to the extent
a stockholder is prohibited pursuant to this Amended and Restated Certificate of Incorporation from casting votes with respect
to any shares of stock of the Corporation, every reference in the bylaws of the Corporation to a majority or other proportion of
shares of stock of the Corporation shall refer to such majority or other proportion of the aggregate votes of such shares of stock,
taking into account any greater or lesser number of votes as a result of the foregoing.
C.
Bylaws. No adoption, amendment or repeal of a bylaw by action of stockholders shall be effective unless approved
by the affirmative vote of the holders of not less than 66 2/3%, or such higher percentage as may be specified in Section 11.2(b)
of the bylaws of the Corporation, of the voting power of all outstanding shares of Common Stock and all other outstanding shares
of stock of the Corporation entitled to vote on such matter, with such outstanding shares of Common Stock and other stock considered
for this purpose as a single class. Any vote of stockholders required by this ARTICLE IX shall be in addition to any other vote
of stockholders that may be required by law, this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation,
any agreement with a national securities exchange or otherwise.
D.
Location of Stockholder Meetings and Records. Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware
General Corporation Law as it now exists or as it may hereafter be amended) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.
ARTICLE
X
Amendments
The Corporation reserves the right to amend
or repeal any provision contained in this Amended and Restated Certificate of Incorporation in any manner now or hereafter permitted
by law, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision
of this Amended and Restated Certificate of Incorporation, (A) no provision of ARTICLE V, Section B or G of ARTICLE VI, ARTICLE
IX or this clause (A) of ARTICLE X shall be amended, modified or repealed, and no provision inconsistent with any such provision
shall become part of this Amended and Restated Certificate of Incorporation, unless such matter is approved by the affirmative
vote of the holders of not less than 66 2/3% of the voting power of all outstanding shares of Common Stock of the Corporation and
all other outstanding shares of stock of the Corporation entitled to vote on such matter, with such outstanding shares of Common
Stock and other stock considered for this purpose as a single class; and (B) for so long as this Corporation shall control, directly
or indirectly, any Exchange, before any amendment or repeal of any provision of the Certificate of Incorporation of this Corporation
shall be effective, such amendment or repeal shall be submitted to the boards of directors of each Exchange (or the boards of directors
of their successors), and if any or all of such boards of directors shall determine that such amendment or repeal must be filed
with or filed with and approved by the SEC under Section 19 of the Exchange Act and the rules promulgated thereunder before such
amendment or repeal may be effectuated, then such amendment or repeal shall not be effectuated until filed with or filed with and
approved by the SEC, as the case may be. Any vote of stockholders required by this ARTICLE X shall be in addition to any other
vote of the stockholders that may be required by law, this Amended and Restated Certificate of Incorporation, the bylaws of the
Corporation, any agreement with a national securities exchange or otherwise.
ARTICLE
XI
Exculpation
A director of the Corporation shall, to the
fullest extent permitted by the Delaware General Corporation Law as it now exists or as it may hereafter be amended, not be personally
liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law as it now exists or as it may hereafter be amended, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is amended, after approval by the stockholders of this ARTICLE,
to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so
amended.
An amendment, repeal or modification of the
foregoing provisions of this ARTICLE XI, or the adoption of any provision in an amended or restated Certificate of Incorporation
inconsistent with this ARTICLE XI, by the stockholders of the Corporation shall not apply to or adversely affect any right or protection
of a director of the Corporation existing at the time of such amendment, repeal, modification or adoption.
ARTICLE
XII
Indemnification
To the fullest extent permitted by applicable
law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) such directors, officers or agents
of the Corporation (and any other persons to which Delaware law permits the Corporation to provide indemnification) through bylaw
provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification
and advancement otherwise permitted by Section 145 of the Delaware General Corporation Law as it now exists or as it may hereafter
be amended, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for
breach of duty to the Corporation, its stockholders and others.
Any amendment, repeal or modification of any
of the foregoing provisions of this ARTICLE XII shall not adversely affect any right or protection of a director, officer, agent
or other person existing at the time of, or increase the liability of any person with respect to any acts or omissions of such
person occurring prior to, such amendment, repeal or modification.
Exhibit 99.1
Intercontinental
Exchange Reports Third Quarter 2019
|
Ÿ Record third quarter revenues of $1.3 billion, +11% y/y
|
Jeffrey C.
Sprecher,
ICE Chairman & Chief Executive Officer,
said,
“In the third quarter we generated record
revenues and double-digit earnings-per-share growth. The combined strength of our futures business with compounding growth in
our subscription-based Data & Listings business reflects our long-standing strategy of bringing transparency to global markets
and enhancing customer workflows. As we look to 2020 and beyond, ICE's diverse platform is well positioned to continue to serve
our customers, generate growth and create value for our stockholders."
|
|
Ÿ GAAP diluted EPS of $0.94, +19% y/y
|
|
Ÿ Adj. diluted EPS of $1.06, +25% y/y
|
|
Ÿ Operating margin of 53%; Adj. operating margin of 59%
|
|
Ÿ Operating income +17% y/y; Adj. operating income +16% y/y
|
|
Ÿ Through
September 30, 2019, returned nearly $1.6B to stockholders
|
ATLANTA & NEW
YORK, October 31, 2019 - Intercontinental Exchange (NYSE: ICE), a leading operator of global exchanges and clearing houses
and provider of data and listing services, today reported financial results for the third quarter of 2019. For the quarter ended
September 30, 2019, consolidated net income attributable to ICE was $529 million on $1.3 billion of consolidated revenues, less
transaction-based expenses. Third quarter GAAP diluted earnings per share (EPS) were $0.94. Adjusted net income attributable to
ICE was $599 million in the third quarter and adjusted diluted EPS were $1.06. 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 free cash flow.
Scott A. Hill, ICE
Chief Financial Officer, added: "During 2019 we've generated record revenues, operating income, earnings-per-share and cash
flows. This performance enabled us to return a record $1.6 billion to stockholders while we continued to invest in strategic growth
initiatives and product innovation. We remain focused on extending our track record of innovation and execution."
Third Quarter 2019 Business Highlights
|
$ in millions
|
|
Net Revenue
|
|
|
Op
Margin
|
|
|
Adj Op Margin
|
|
|
Data & Listings
|
|
$
|
667
|
|
|
|
44
|
%
|
|
|
52
|
%
|
|
Trading & Clearing
|
|
$
|
669
|
|
|
|
62
|
%
|
|
|
65
|
%
|
|
Consolidated
|
|
$
|
1,336
|
|
|
|
53
|
%
|
|
|
59
|
%
|
Third quarter consolidated net revenues were $1.3 billion,
up 11% year-over-year. Data and listings revenues in the third quarter were $667 million and trading and clearing net revenues
were $669 million. Consolidated operating expenses were $630 million for the third quarter of 2019. On an adjusted basis, consolidated
operating expenses were $551 million. Consolidated operating income for the third quarter was $706 million and the operating margin
was 53%. On an adjusted basis, consolidated operating income for the third quarter was $785 million and the adjusted operating
margin was 59%.
Data and Listings Segment Results
Third quarter data and listings revenues were $667 million,
including data revenues of $553 million, up 4% year-over-year, and listings revenues of $114 million, up 2% year-over-year. On
a constant currency basis(1), segment revenues were up 4% with data revenues up 5% year-over-year and listings revenues
up 2% year-over-year. Data and listings operating expenses were $375 million and on an adjusted basis, were $320 million in the
third quarter. Segment operating income for the third quarter was $292 million and the operating margin was 44%. On an adjusted
basis, operating income was $347 million and the adjusted operating margin was 52%.
|
$ in millions
|
|
3Q19
|
|
|
3Q18
|
|
|
% Chg
|
|
|
Const
Curr(1)
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pricing and Analytics
|
|
$
|
273
|
|
|
$
|
263
|
|
|
|
4
|
%
|
|
|
5
|
%
|
|
Exchange Data and Feeds
|
|
|
172
|
|
|
|
168
|
|
|
|
3
|
%
|
|
|
3
|
%
|
|
Desktops and Connectivity
|
|
|
108
|
|
|
|
99
|
|
|
|
9
|
%
|
|
|
10
|
%
|
|
Data Total
|
|
|
553
|
|
|
|
530
|
|
|
|
4
|
%
|
|
|
5
|
%
|
|
Listings
|
|
|
114
|
|
|
|
112
|
|
|
|
2
|
%
|
|
|
2
|
%
|
|
Segment Revenue
|
|
$
|
667
|
|
|
$
|
642
|
|
|
|
4
|
%
|
|
|
4
|
%
|
(1) Net revenues in constant currency are calculated
holding both the pound sterling and euro at the average exchange rate from 3Q18, 1.3037 and 1.1631, respectively.
Trading and Clearing Segment Results
Third quarter trading and clearing net revenues were $669 million,
up 20% from one year ago. Trading and clearing operating expenses were $255 million and adjusted operating expenses were $231
million in the third quarter. Segment operating income for the third quarter was $414 million and the operating margin was 62%.
On an adjusted basis, operating income was $438 million and the adjusted operating margin was 65%.
|
$ in millions
|
|
|
3Q19
|
|
|
|
3Q18
|
|
|
|
% Chg
|
|
|
Revenue, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy
|
|
$
|
265
|
|
|
$
|
223
|
|
|
|
19
|
%
|
|
Ags & metals
|
|
|
60
|
|
|
|
58
|
|
|
|
4
|
%
|
|
Financials(1)
|
|
|
91
|
|
|
|
77
|
|
|
|
18
|
%
|
|
Cash equities & equity options
|
|
|
74
|
|
|
|
72
|
|
|
|
5
|
%
|
|
Fixed income & credit(2)
|
|
|
101
|
|
|
|
56
|
|
|
|
81
|
%
|
|
OTC & other transaction(3)
|
|
|
11
|
|
|
|
11
|
|
|
|
(3
|
)%
|
|
Other revenue(4)
|
|
|
67
|
|
|
|
61
|
|
|
|
9
|
%
|
|
Segment Revenue
|
|
$
|
669
|
|
|
$
|
558
|
|
|
|
20
|
%
|
(1)
Financials include interest rates and other financial futures and options.
(2)
Fixed income and credit includes fixed income execution, CDS execution and clearing and ICE Mortgage Services.
(3)
OTC & other transactions include physical energy.
(4)
Other revenue includes interest income 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.
|
|
•
|
Energy futures and options revenue in the third quarter
increased 19% year-over-year driven by a 12% increase in average daily volume (ADV) and a 4% increase in rate per contract (RPC).
|
|
|
•
|
Ags and metals futures and options revenue in the third
quarter increased 4% year-over-year driven by a 5% increase in ADV, partially offset
by a 3% decrease in RPC.
|
|
|
•
|
Financials futures and options revenue in the third quarter
increased 18% year-over-year reflecting a 13% increase in ADV and a 3% increase in RPC.
|
|
|
•
|
U.S. cash equities and equity options revenue in the third
quarter increased 5% year-over-year reflecting a 10% increase in cash equities ADV.
|
|
|
|
ADV
(lots
in thousands)
|
|
|
RPC
|
|
|
|
|
|
3Q19
|
|
|
|
% Chg
|
|
|
|
3Q19
|
|
|
|
% Chg
|
|
|
Energy
|
|
|
2,762
|
|
|
|
12
|
%
|
|
$
|
1.50
|
|
|
|
4
|
%
|
|
Ags & metals
|
|
|
414
|
|
|
|
5
|
%
|
|
$
|
2.27
|
|
|
|
(3
|
)%
|
|
Financials
|
|
|
2,650
|
|
|
|
13
|
%
|
|
$
|
0.52
|
|
|
|
3
|
%
|
|
Interest Rates
|
|
|
2,205
|
|
|
|
13
|
%
|
|
$
|
0.38
|
|
|
|
(2
|
)%
|
|
Other Financials
|
|
|
445
|
|
|
|
17
|
%
|
|
$
|
1.22
|
|
|
|
9
|
%
|
|
Total Futures & Options
|
|
|
5,826
|
|
|
|
12
|
%
|
|
$
|
1.10
|
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equities (in millions)
|
|
|
1,665
|
|
|
|
10
|
%
|
|
$
|
0.049
|
|
|
|
—
|
%
|
|
Equity Options
|
|
|
3,062
|
|
|
|
—
|
%
|
|
$
|
0.12
|
|
|
|
(5
|
)%
|
The
third quarter of 2019 included 64 trading days for commodities, other financials and cash equities and equity options and 66 days
for interest rates. The third quarter of 2018 included 63 trading days for commodities, other financials and cash equities and
equity options and 65 days for interest rates.
Other Matters
|
|
•
|
The effective tax rate for the third quarter of 2019
was 16%.
|
|
|
•
|
Operating cash flow through the third quarter was $1.9
billion, up from $1.7 billion one year ago. Through the third quarter of 2019, free cash
flow was $1.7 billion.
|
|
|
•
|
Unrestricted cash was $655 million and outstanding debt
was $7.8 billion as of September 30, 2019.
|
|
|
•
|
Through the third quarter of 2019, ICE repurchased $1.1
billion of its common stock and paid $467 million in dividends.
|
Financial Guidance
|
|
•
|
ICE's fourth quarter 2019 GAAP operating expenses are
expected to be in a range of $637 million to $647 million and adjusted operating expenses(1)
are expected to be in a range of $562 million to $572 million.
|
|
|
•
|
ICE's fourth quarter 2019 data revenues are expected to
be in a range of $555 million to $560 million.
|
|
|
•
|
ICE's interest expense is expected to be $71 million in
the fourth quarter.
|
|
|
•
|
ICE's fourth quarter effective tax rate(2)
is expected to be in the range of 21.5% to 23.5%.
|
|
|
•
|
ICE's diluted share count for the fourth quarter is expected
to be in the range of 557 million to 563 million weighted average shares outstanding.
|
(1) The 2019 Non-GAAP adjusted operating expense
excludes $75 million in amortization of acquisition-related intangibles for the fourth quarter of 2019. The GAAP operating expense
forecast does not reflect an estimate of acquisition-related transaction and integration costs for the fourth quarter of 2019.
(2) This represents fourth quarter 2019 guidance
for both the GAAP and non-GAAP effective tax rates but note that the GAAP effective tax rate is more susceptible to diverging
from this guidance based on items outside the normal course of business that are adjusted for to derive our non-GAAP results.
Such items can be unknown, unpredictable or uncertain, requiring unreasonable efforts to determine with any precision and which
could potentially be confusing or misleading.
Earnings Conference Call Information
ICE will hold a conference call today, October 31, 2019, at
8:30 a.m. ET to review its third quarter 2019 financial results. A live audio webcast of the earnings call will be available on
the company's website at www.theice.com in the investor relations section. Participants may also listen via telephone by dialing
888-317-6003 from the United States, 866-284-3684 from Canada or 412-317-6061 from outside of the United States and Canada. Telephone
participants are required to provide the participant entry number 0423975 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 fourth quarter 2019 earnings has
been scheduled for February 6, 2020 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: http://ir.theice.com/investors-and-media/supplemental-volume-info/default.aspx
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
|
|
|
Nine Months Ended
September 30,
|
|
|
Three Months Ended
September 30,
|
|
|
Revenues:
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
Transaction and clearing, net
|
|
$
|
2,698
|
|
|
$
|
2,522
|
|
|
$
|
929
|
|
|
$
|
760
|
|
|
Data services
|
|
|
1,652
|
|
|
|
1,576
|
|
|
|
553
|
|
|
|
530
|
|
|
Listings
|
|
|
336
|
|
|
|
332
|
|
|
|
114
|
|
|
|
112
|
|
|
Other revenues
|
|
|
194
|
|
|
|
169
|
|
|
|
67
|
|
|
|
61
|
|
|
Total revenues
|
|
|
4,880
|
|
|
|
4,599
|
|
|
|
1,663
|
|
|
|
1,463
|
|
|
Transaction-based expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 31 fees
|
|
|
274
|
|
|
|
272
|
|
|
|
105
|
|
|
|
61
|
|
|
Cash liquidity payments, routing and clearing
|
|
|
702
|
|
|
|
656
|
|
|
|
222
|
|
|
|
202
|
|
|
Total revenues, less transaction-based expenses
|
|
|
3,904
|
|
|
|
3,671
|
|
|
|
1,336
|
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
768
|
|
|
|
732
|
|
|
|
261
|
|
|
|
251
|
|
|
Professional services
|
|
|
97
|
|
|
|
91
|
|
|
|
35
|
|
|
|
32
|
|
|
Acquisition-related transaction and integration costs
|
|
|
1
|
|
|
|
33
|
|
|
|
—
|
|
|
|
6
|
|
|
Technology and communication
|
|
|
346
|
|
|
|
320
|
|
|
|
126
|
|
|
|
107
|
|
|
Rent and occupancy
|
|
|
52
|
|
|
|
50
|
|
|
|
17
|
|
|
|
17
|
|
|
Selling, general and administrative
|
|
|
116
|
|
|
|
109
|
|
|
|
33
|
|
|
|
37
|
|
|
Depreciation and amortization
|
|
|
473
|
|
|
|
429
|
|
|
|
158
|
|
|
|
148
|
|
|
Total operating expenses
|
|
|
1,853
|
|
|
|
1,764
|
|
|
|
630
|
|
|
|
598
|
|
|
Operating income
|
|
|
2,051
|
|
|
|
1,907
|
|
|
|
706
|
|
|
|
602
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
27
|
|
|
|
15
|
|
|
|
8
|
|
|
|
6
|
|
|
Interest expense
|
|
|
(214
|
)
|
|
|
(173
|
)
|
|
|
(72
|
)
|
|
|
(66
|
)
|
|
Other income, net
|
|
|
30
|
|
|
|
33
|
|
|
|
(2
|
)
|
|
|
12
|
|
|
Other income (expense), net
|
|
|
(157
|
)
|
|
|
(125
|
)
|
|
|
(66
|
)
|
|
|
(48
|
)
|
|
Income before income tax expense
|
|
|
1,894
|
|
|
|
1,782
|
|
|
|
640
|
|
|
|
554
|
|
|
Income tax expense
|
|
|
387
|
|
|
|
381
|
|
|
|
103
|
|
|
|
89
|
|
|
Net income
|
|
$
|
1,507
|
|
|
$
|
1,401
|
|
|
$
|
537
|
|
|
$
|
465
|
|
|
Net income attributable to non-controlling interest
|
|
|
(22
|
)
|
|
|
(24
|
)
|
|
|
(8
|
)
|
|
|
(7
|
)
|
|
Net income attributable to Intercontinental Exchange, Inc.
|
|
$
|
1,485
|
|
|
$
|
1,377
|
|
|
$
|
529
|
|
|
$
|
458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.64
|
|
|
$
|
2.39
|
|
|
$
|
0.95
|
|
|
$
|
0.80
|
|
|
Diluted
|
|
$
|
2.62
|
|
|
$
|
2.37
|
|
|
$
|
0.94
|
|
|
$
|
0.79
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
563
|
|
|
|
577
|
|
|
|
559
|
|
|
|
572
|
|
|
Diluted
|
|
|
566
|
|
|
|
581
|
|
|
|
563
|
|
|
|
576
|
|
Consolidated Balance Sheets
(In millions)
(Unaudited)
|
|
|
As of
September 30, 2019
|
|
|
As of
December 31, 2018
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
655
|
|
|
$
|
724
|
|
|
Short-term restricted cash and cash equivalents
|
|
|
945
|
|
|
|
818
|
|
|
Customer accounts receivable, net
|
|
|
1,056
|
|
|
|
953
|
|
|
Margin deposits, guaranty funds and delivery contracts receivable
|
|
|
65,988
|
|
|
|
63,955
|
|
|
Prepaid expenses and other current assets
|
|
|
227
|
|
|
|
242
|
|
|
Total current assets
|
|
|
68,871
|
|
|
|
66,692
|
|
|
Property and equipment, net
|
|
|
1,505
|
|
|
|
1,241
|
|
|
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
13,310
|
|
|
|
13,085
|
|
|
Other intangible assets, net
|
|
|
10,330
|
|
|
|
10,462
|
|
|
Long-term restricted cash and cash equivalents
|
|
|
389
|
|
|
|
330
|
|
|
Other non-current assets
|
|
|
934
|
|
|
|
981
|
|
|
Total other non-current assets
|
|
|
24,963
|
|
|
|
24,858
|
|
|
Total assets
|
|
$
|
95,339
|
|
|
$
|
92,791
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
543
|
|
|
$
|
521
|
|
|
Section 31 fees payable
|
|
|
34
|
|
|
|
105
|
|
|
Accrued salaries and benefits
|
|
|
228
|
|
|
|
280
|
|
|
Deferred revenue
|
|
|
247
|
|
|
|
135
|
|
|
Short-term debt
|
|
|
1,329
|
|
|
|
951
|
|
|
Margin deposits, guaranty funds and delivery contracts payable
|
|
|
65,988
|
|
|
|
63,955
|
|
|
Other current liabilities
|
|
|
165
|
|
|
|
161
|
|
|
Total current liabilities
|
|
|
68,534
|
|
|
|
66,108
|
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
Non-current deferred tax liability, net
|
|
|
2,281
|
|
|
|
2,337
|
|
|
Long-term debt
|
|
|
6,496
|
|
|
|
6,490
|
|
|
Accrued employee benefits
|
|
|
197
|
|
|
|
204
|
|
|
Non-current operating lease liability
|
|
|
287
|
|
|
|
—
|
|
|
Other non-current liabilities
|
|
|
287
|
|
|
|
350
|
|
|
Total non-current liabilities
|
|
|
9,548
|
|
|
|
9,381
|
|
|
Total liabilities
|
|
|
78,082
|
|
|
|
75,489
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interest in consolidated subsidiaries
|
|
|
72
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
Intercontinental Exchange, Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
6
|
|
|
|
6
|
|
|
Treasury stock, at cost
|
|
|
(3,538
|
)
|
|
|
(2,354
|
)
|
|
Additional paid-in capital
|
|
|
11,706
|
|
|
|
11,547
|
|
|
Retained earnings
|
|
|
9,335
|
|
|
|
8,317
|
|
|
Accumulated other comprehensive loss
|
|
|
(348
|
)
|
|
|
(315
|
)
|
|
Total Intercontinental Exchange, Inc. stockholders’ equity
|
|
|
17,161
|
|
|
|
17,201
|
|
|
Non-controlling interest in consolidated subsidiaries
|
|
|
24
|
|
|
|
30
|
|
|
Total equity
|
|
|
17,185
|
|
|
|
17,231
|
|
|
Total liabilities and equity
|
|
$
|
95,339
|
|
|
$
|
92,791
|
|
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 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):
Adjusted Operating Income, Operating
Margin and Operating Expense Reconciliation
(In millions)
(Unaudited)
|
|
|
Trading and Clearing Segment
|
|
|
Data and Listings Segment
|
|
|
Consolidated
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Three Months Ended
September 30,
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
Total revenues, less transaction-based expenses
|
|
$
|
669
|
|
|
$
|
558
|
|
|
$
|
667
|
|
|
$
|
642
|
|
|
$
|
1,336
|
|
|
$
|
1,200
|
|
|
Total operating expenses
|
|
|
255
|
|
|
|
230
|
|
|
|
375
|
|
|
|
368
|
|
|
|
630
|
|
|
|
598
|
|
|
Less: Acquisition-related success fees
|
|
|
—
|
|
|
|
5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5
|
|
|
Less: Amortization of acquisition-related intangibles
|
|
|
24
|
|
|
|
19
|
|
|
|
55
|
|
|
|
53
|
|
|
|
79
|
|
|
|
72
|
|
|
Adjusted total operating expenses
|
|
$
|
231
|
|
|
$
|
206
|
|
|
$
|
320
|
|
|
$
|
315
|
|
|
$
|
551
|
|
|
$
|
521
|
|
|
Operating income
|
|
$
|
414
|
|
|
$
|
328
|
|
|
$
|
292
|
|
|
$
|
274
|
|
|
$
|
706
|
|
|
$
|
602
|
|
|
Adjusted operating income
|
|
$
|
438
|
|
|
$
|
352
|
|
|
$
|
347
|
|
|
$
|
327
|
|
|
$
|
785
|
|
|
$
|
679
|
|
|
Operating margin
|
|
|
62
|
%
|
|
|
59
|
%
|
|
|
44
|
%
|
|
|
43
|
%
|
|
|
53
|
%
|
|
|
50
|
%
|
|
Adjusted operating margin
|
|
|
65
|
%
|
|
|
63
|
%
|
|
|
52
|
%
|
|
|
51
|
%
|
|
|
59
|
%
|
|
|
57
|
%
|
Adjusted Net Income
Attributable to ICE and EPS
(In millions)
(Unaudited)
|
|
|
Three Months Ended
September 30, 2019
|
|
|
Three Months Ended
September 30, 2018
|
|
|
Net income attributable to ICE
|
|
$
|
529
|
|
|
$
|
458
|
|
|
Add: Acquisition-related success fees
|
|
|
—
|
|
|
|
5
|
|
|
Add: Amortization of acquisition-related intangibles
|
|
|
79
|
|
|
|
72
|
|
|
Add: Impairment of CAT promissory notes
|
|
|
16
|
|
|
|
—
|
|
|
Less: Income tax effect for the above items
|
|
|
(25
|
)
|
|
|
(19
|
)
|
|
Less: Deferred tax adjustment from U.S. tax rate reduction
|
|
|
—
|
|
|
|
(12
|
)
|
|
Less: Other tax adjustments
|
|
|
—
|
|
|
|
(13
|
)
|
|
Adjusted net income attributable to ICE
|
|
$
|
599
|
|
|
$
|
491
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to ICE
|
|
$
|
0.94
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share attributable to ICE
|
|
$
|
1.06
|
|
|
$
|
0.85
|
|
Free Cash Flow Calculation
(In millions)
(Unaudited)
|
|
|
Nine months ended
September 30, 2019
|
|
|
Nine months ended
September 30, 2018
|
|
|
Cash flow from operations
|
|
$
|
1,882
|
|
|
$
|
1,735
|
|
|
Less: Capital expenditures and capitalized software development costs
|
|
|
(203
|
)
|
|
|
(161
|
)
|
|
Add: Section 31 fees, net
|
|
|
70
|
|
|
|
117
|
|
|
Free cash flow
|
|
$
|
1,749
|
|
|
$
|
1,691
|
|
About Intercontinental Exchange
Intercontinental Exchange (NYSE: ICE) is a Fortune 500 company
formed in the year 2000 to modernize markets. ICE serves customers by operating the exchanges, clearing houses and information
services they rely upon to invest, trade and manage risk across global financial and commodity markets. A leader in market data,
ICE Data Services serves the information and connectivity needs across virtually all asset classes. As the parent company of the
New York Stock Exchange, the company is the premier venue for raising capital in the world, driving economic growth and transforming
markets.
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 http://www.intercontinentalexchange.com/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, 2018, as filed with the SEC on February 7, 2019.
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
ICE-CORP
ICE Investor Relations Contact:
Warren Gardiner
+1 770 835 0114
warren.gardiner@theice.com
investors@theice.com
ICE Media Contact:
Josh King
+1 212 656 2490
josh.king@theice.com
media@theice.com