8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2017

INTERCONTINENTAL EXCHANGE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36198	46-2286804
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 857-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On June 2, 2017, Intercontinental Exchange, Inc. (“ICE”) will be hosting a presentation at its 2017 Investor Day Conference, which is accessible via a webcast at https://livestream.com/ICENYSE/ICEInvestorDayJune2, and will reaffirm certain previously announced financial guidance for fiscal year 2017 and provide details on its financial model. The guidance and financial model information from the presentation is furnished as an exhibit to this Form 8-K and the entire presentation is posted on ICE’s website at (http://www.ir.theice.com).

The information contained herein, including the attached presentation, are furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Guidance and Financial Model Information from Presentation dated June 2, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERCONTINENTAL EXCHANGE, INC.

/s/ Andrew J. Surdykowski

Andrew J. Surdykowski

Senior Vice President, Associate General Counsel

Date:    June 2, 2017

EX-99.1

Exhibit 99.1

1 INTERCONTINENTAL EXCHANGE DIVERSE BUSINESS SUPPORTS SUSTAINABLE FINANCIAL MODEL Data revenue model: mid to high single digits Refer to Appendix for ICE’s 2017 financial guidance, initially provided on February 7, 2017 Trading & Clearing revenue growth driven by: • Market volatility • Open interest levels • Customer growth • Stable economic environment • Stable currency environment • Stable regulatory environment Revenues Low single digit expense growth Compensation expense tied to pay for performance culture Non - compensation expenses variable with revenue Double - digit earnings growth 100% free cash flow, net of M&A, funds dividends and share repurchases Leverage ratio supports investment grade rating Welcome & Overview Transparent Financial Framework Strategic Framework for M&A / Integration Connecting the Financial Landscape Modernizing Data Solutions Sales Transformation Virtuous Cycle: Trading, Clearing, Information NYSE: Leading Global Equity Markets & Data Strategic Growth Through Innovation Speaker Bios & Appendix Assumptions M&A & Other 10% Pricing 30% New Customers / Geos 20% Increased Consumption 20% New Products 20% ~ ~ ~ ~ ~

2 INTERCONTINENTAL EXCHANGE $116 $134 $161 $246 $691 $871 $1,978 $0 $500 $1,000 $1,500 $2,000 2010 2011 2012 2013 2014 2015 2016 ICE Data Services Revenue Pricing & Analytics Exchange Data Desktops & Connectivity • In 1Q17, data revenues were 45% of consolidated revenues, increasing ICE’s recurring revenue streams • Positioned in key growth areas: Serving global financial and commodities markets, risk management and tech infrastructure to support demand for increasing amounts and types of data • ICE d ata revenues on track to grow at least 6% y/y in constant currency for FY 2017 (1) 1 Net revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 2016, wh ich was 1.3603 and 1.1075, respectively. On a GAAP basis, data revenue is expected to grow approximately 5 % for FY 2017. 2 2015 figures reflect proforma results which include Interactive Data Corporation and Trayport as if we owned them during 2015. 2015 proforma results are available in the Investor Section of our website. $ 1,843 (2) Pro Forma for 2015 Acquisitions DIVERSE, GLOBAL & PROPRIETARY DATA SERVICES ($M) +7% y/y M&A & Other ~15% Pricing ~30% New Customers / Geographies ~10% Increased Consumption ~25% New Products ~20% Annual growth drivers by contribution % Welcome & Overview Transparent Financial Framework Strategic Framework for M&A / Integration Connecting the Financial Landscape Modernizing Data Solutions Sales Transformation Virtuous Cycle: Trading, Clearing, Information NYSE: Leading Global Equity Markets & Data Strategic Growth Through Innovation Speaker Bios & Appendix

3 INTERCONTINENTAL EXCHANGE 2017 GUIDANCE 1 Net Revenues in constant currency are calculated holding both the pound sterling and euro at the average exchange rate from 2 016 , which was 1.3603 and 1.1075, respectively. On a GAAP basis, data revenue is expected to grow approximately 5%. 2 2017 Non - GAAP operating expenses exclude amortization of acquisition - related intangibles of ~$262M. 3 Net of M&A Data Revenue Adj. Expenses Capital Expenditures Free Cash Flow Metric 2017 Guidance • At least 6% (1) ; constant currency • $1.94 - $1.98 (2) billion • Flat year - over - year • Expense Synergies: ~$ 60 million • $280 - $300 million • Real estate capex of $40 - $45 million • Return 100% to shareholders (3) – $1 billion + total capital return Other Income Statement • Interest Expense: ~$44 - $45 million per quarter • Effective Tax Rate: 28% - 31% • Weighted Average Shares Outstanding: 590 – 600 million shares for the full year Welcome & Overview Transparent Financial Framework Strategic Framework for M&A / Integration Connecting the Financial Landscape Modernizing Data Solutions Sales Transformation Virtuous Cycle: Trading, Clearing, Information NYSE: Leading Global Equity Markets & Data Strategic Growth Through Innovation Speaker Bios & Appendix