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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-32671
      INTERCONTINENTALEXCHANGE,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

58-2555670(IRS Employer
    Identification Number)2100 RiverEdge Parkway,
    Suite 500, Atlanta,
    Georgia(Address of principal
    executive offices)

30328(Zip
    Code)   (770) 857-4700
    Registrants telephone number, including area
    code
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
   Large accelerated filer þ

Accelerated filer
    o

Non-accelerated filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





INTERCONTINENTALEXCHANGE,
    INC.
    ANNUAL REPORT ON
    FORM 10-K
    For the Fiscal Year Ended December 31, 2008TABLE OF CONTENTS
   
 Item



PageNumber



NumberPART I1.


Business


21(A).


Risk Factors


331(B).


Unresolved Staff Comments


492.


Properties


493.


Legal Proceedings


504.


Submission of Matters to a Vote of Security
    Holders


504(A).


Executive Officers of IntercontinentalExchange,
    Inc.


50PART II5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


526.


Selected Financial Data


547.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


577(A).


Quantitative and Qualitative Disclosures about
    Market Risk


858.


Financial Statements and Supplementary Data


879.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1389(A).


Controls and Procedures


1389(B).


Other Information


138PART III10.


Directors, Executive Officers and Corporate
    Governance


13811.


Executive Compensation


13912.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


13913.


Certain Relationships and Related Transactions,
    and Director Independence


13914.


Principal Accountant Fees and Services


139PART IV15.


Exhibits, Financial Statement Schedules


139SIGNATURES


141FINANCIAL STATEMENT SCHEDULE


143INDEX TO EXHIBITS


144EX-10.6EX-10.7EX-10.8EX-10.9EX-10.17EX-10.18EX-10.19EX-10.22EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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PART I  Form 10-K,
  
    IntercontinentalExchange, ICE,
    we, us, our, our
    company and our business refer to
    IntercontinentalExchange, Inc. and its consolidated subsidiaries.
    ICE Futures Europe refers to our wholly-owned
    subsidiary, which, prior to September 3, 2007, operated as
    ICE Futures and which, prior to October 25, 2005, operated
    as the International Petroleum Exchange of London, Ltd., or the
    IPE.
    ICE Futures U.S. refers to our wholly-owned
    subsidiary that we acquired on January 12, 2007, which,
    prior to our acquisition, operated as the Board of Trade of the
    City of New York, Inc., or NYBOT, a member-owned
    not-for-profit
    corporation, and, after our acquisition, operated as the Board
    of Trade of the City of New York, Inc., a wholly-owned
    subsidiary of IntercontinentalExchange. On September 3,
    2007, we renamed NYBOT ICE Futures U.S. ICE
    Clear U.S. refers to ICE Futures U.S.s wholly-owned
    clearing subsidiary, which previously operated as the New York
    Clearing Corporation, or NYCC.
    ICE Futures Canada refers to our wholly-owned
    subsidiary that we acquired on August 27, 2007 and which
    previously operated as the Winnipeg Commodity Exchange, Inc, or
    the WCE. ICE Clear Canada refers to ICE Futures
    Canadas wholly-owned clearing subsidiary, which previously
    operated as WCE Clearing Corporation, or WCECC.    Forward-Looking
    Statements
  Form 10-K, Form 10-K
  
    our expectations regarding the business environment in which we
    operate and trends in our industry, including increasing
    competition, consolidation and trading volumes;
    conditions in global financial markets;
    our ability to identify and effectively pursue acquisitions and
    strategic alliances and successfully integrate the companies we
    acquire;
    our ability to minimize the risks associated with operating
    multiple clearing houses in multiple jurisdictions;
    the impact of any changes in domestic and foreign regulations or
    government policy, including any changes or reviews of
    previously issued regulations and policies;
    our initiative to establish a credit derivatives clearing house
    to clear credit default swaps; 1




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
    our ability to keep pace with rapid technological developments
    and to ensure that the technology we utilize is not vulnerable
    to security risks;
    the accuracy of our cost estimates and expectations;
    our belief that cash flows will be sufficient to service our
    debt and fund our working capital needs and capital
    expenditures, at least through the end of 2010;
    our ability, on a timely and cost-effective basis, to offer
    additional products and services, leverage our risk management
    capabilities and enhance our technology;
    our ability to maintain existing market participants and attract
    new ones;
    our ability to protect our intellectual property rights,
    including the costs associated with such protection, and our
    ability to operate our business without violating the
    intellectual property rights of others;
    potential adverse litigation results; and
    our belief in the soundness of our electronic platform and
    disaster recovery system technologies, as well as our ability to
    gain access on a timely and cost-effective basis to comparable
    products and services if our key technology contracts were
    terminated.    Form 10-K.
  ITEM 1.
    BUSINESS  General
  over-the-counter, side-by-side
   2




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Our
    Business
        Form 10-K.
  History
  around-the-clock
   3




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peer-to-peer
    Futures
    Marketplaces
       4




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OTC
    Marketplace
  over-the-counter
  Market
    Data
      Our
    Competitive Strengths
    
    liquid, diverse global markets and benchmark contracts;
    diverse and complementary risk management products and services;
    widely-distributed, leading edge technology for trading and risk
    management;
    market transparency and efficient access to futures and OTC
    markets;
    geographic and product diversity with multiple regulated
    exchanges and clearing houses, and global OTC markets; and
    innovative, customer-focused management with a focus on growth.  Liquid,
    Diverse Global Markets and Benchmark Contracts
   5




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Year Ended December 31,2008


2007


2006Number of


Notional


Number of


Notional


Number of


NotionalContracts


Value


Contracts


Value


Contracts


Value(In thousands)


(In billions)


(In thousands)


(In billions)


(In thousands)


(In billions)ICE Brent Crude futures


68,368


$
6,771.3



59,729


$
4,293.2



44,346


$
2,936.2ICE WTI Crude futures(1)


51,092



5,210.4



51,388



3,727.2



28,673



1,919.4ICE Gas Oil futures


28,805



2,637.2



24,510



1,582.8



18,290



1,071.6Sugar No. 11 futures and options(2)


36,437



492.5



26,251



289.9







Russell index futures and options(3)


17,054



1,201.7



336



79.4







     (1)
    
    Trading commenced in February 2006.(2)
    
    Sugar No. 11 futures and options trade on ICE Futures U.S.,
    which was acquired in January 2007.(3)
    
    Russell index futures and options began trading exclusively on
    ICE Futures U.S. in September 2008.    Year Ended December 31,2008


2007


2006Number of


Notional


Number of


Notional


Number of


NotionalContracts


Value


Contracts


Value


Contracts


Value(In thousands)


(In billions)


(In thousands)


(In billions)


(In thousands)


(In billions)North American natural gas


228,544


$
4,531.3



157,956


$
2,705.6



121,047


$
2,289.3North American power


10,085



533.7



8,331



394.2



6,014



284.7Global oil and refined products


8,334



443.8



8,471



305.9



3,772



116.3   Diverse
    and Complementary Risk Management Products and
    Services
   6




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Widely-distributed,
    Leading Edge Technology for Trading and Risk
    Management
            Market
    Transparency and Efficient Access to Futures and OTC
    Markets
       7




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Geographic
    and Product Diversity with Multiple Regulated Exchanges and
    Clearing Houses, and Global OTC Markets
    Innovative,
    Customer-Focused Management with a Focus on Growth
    Our
    Growth Strategy
    
    attract new market participants;
    offer additional markets and services across futures and OTC
    markets;
    leverage our extensive risk management capabilities;
    continue to enhance our technology infrastructure and increase
    connectivity; and
    pursue select strategic opportunities.  Attract
    New Market Participants
   8




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Offer
    Additional Markets and Services Across Futures and OTC
    Markets
    Leverage
    Our Extensive Risk Management Capabilities
  over-the-counter
  Continue
    to Enhance our Technology Infrastructure and Increase
    Connectivity
    Pursue
    Select Strategic Opportunities
    Our
    Products and Services
   9




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Regulated
    Futures Markets
      Regulated
    Energy Future Products
    Regulated
    Soft Agricultural and Agricultural Future Products
         10




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Regulated
    Financial Future Products
        Clearing
    House Function
  mark-to-market
 11




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speed-to-market
        mark-to-market, mark-to-market Marking-to-market mark-to-market
   12




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marked-to-market
    intra-day
  364-day
  pro-rata
   13




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Global
    OTC Marketplace
    and/or
  OTC
    Energy Products Overview
  20-25
   14




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Year Ended December 31,2008


2007


2006Commodities markets traded


10



10



7Products traded


1,246



1,041



990Contracts traded


31,715



23,780



17,540         OTC
    Cleared Energy Products Overview
     15




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OTC
    Credit Products Overview
    dealer-to-dealer dealer-to-dealer e-trading
      dealer-to-client dealer-to-dealer dealer-to-client
 16




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Market
    Data Services
    e-mail
    mark-to-market
  intra-day, end-of-day
 17




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Our
    Participant Base
  Futures
    Business Participant Base
           18




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OTC
    Business Participant Base
     19




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Market
    Data Participant Base
    Product
    Development
     20




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Technology
  state-of-the-art
      Personnel
    Trading
    Systems, Software and Applications
  Trading
    Platform
     21




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dealer-to-client dealer-to-client dealer-to-client
  Trading
    Platform Performance
      WebICE
    Application
    Programming Interfaces (APIs)
   22




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
    Order Routing The order routing specification
    is based on the industry standard Financial Information
    eXchange, or FIX, protocol. The FIX message specification is
    fully compliant with the standard protocol.
    Market Data we offer a light weight,
    technology platform independent market data feed called iMpact.
    This feed provides full depth of book and can be used by both
    trading clients and Quote vendors.
    Trade Capture  We currently offer a java and
    FIX based API to capture all trades done by a given company
    which can be used by firms to manage position and risk of their
    participants.
    OTC For OTC energy products that have complex
    bilateral and cleared trading requirements, we offer a
    Java-based API which can be used to trade these products on the
    trading platform.  Clearing
    Systems Technology
  intra-day mark-to-market/option ® state-of-the
  Data
    Centers, Global Network and Distribution
         23




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Security
    and Disaster Recovery
    back-up
  Support
    Services
  e-mail, e-mail.
  Competition
      
    depth and liquidity of markets;
    price transparency;
    reliability and speed of trade execution and processing;
    technological capabilities and innovation;
    breadth of product range;
    rate and quality of new product developments;
    quality of service;
    distribution and ease of connectivity; 24




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
    mid- and back-office service offerings, including differentiated
    and value-added services;
    transaction costs; and
    reputation.    Our
    Principal Competitors
    Competition
    in our Futures Business
            Competition
    in Our OTC Business
   25




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Intellectual
    Property
             26




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Form 10-K
  Sales
        e-mail, one-on-one
   27




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Employees
    Business
    Continuity Planning and Disaster Recovery
    Planning
    Data
    Centers
  back-up back-up back-up back-up
  People
    Regulation
   28




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Regulation
    of Our OTC Business in the United States
    
    report to the CFTC certain information regarding transactions in
    products that are subject to the CFTCs jurisdiction and
    that meet certain specified trading volume levels;
    report to the CFTC certain large trader position information for
    our cleared OTC natural gas markets pursuant to special calls
    issued by the CFTC; and
    record and report to the CFTC complaints that we receive of
    alleged fraud or manipulative trading activity related to
    certain of our products.       29




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Regulation
    of Our ICE Futures Europe and Other U.K.
    Businesses
        2003/06/EC)
    Regulation
    of Our ICE Futures U.S. Business
   30




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Regulation
    of Our ICE Futures Canada Business
    Industry
    Overview
      The
    Futures Market
    
    Futures:  A future is a standardized contract
    to buy or sell a specified quantity of an underlying asset
    during a particular month (an exact delivery date or a range of
    dates will be specified). Contract sizes are standardized and
    differ by product. For example, the ICE Brent Crude futures
    contract has a 31




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contract quantity of 1,000 net barrels, or 42,000
    U.S. gallons. The price of the futures contract is
    determined through the auction process on the exchange. Futures
    contracts are settled through either physical delivery or cash
    settlement, depending on the contract specification.  
    Options:  An option is a contract that conveys
    to the buyer the right, but not the obligation, to call (buy) or
    put (sell) an underlying futures contract at a price determined
    at the time of the execution of the option.    The
    OTC Market
  Over-the-counter,
      Industry
    Trends
    
    Continued Adoption of Electronic
    Trading:  Innovations in technology have increased
    the speed of communications and the availability of information,
    enabling market participants to access and participate in the
    markets more easily, quickly and cost efficiently. During the
    last decade, the use of electronic trading has become
    increasingly prevalent, and offers a number of advantages
    relative to floor- or telephone-based trading. These include the
    ability to offer a larger number of contracts, to increase
    distribution and access via the benefits of the network
    effect, as well as increased speed of information and
    increased market transparency.
    Increased Reliance on Derivatives Markets for Risk
    Management:The barriers to entry for
    participating in derivatives markets have traditionally been
    significant. However, in recent years, a considerable 32




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erosion of these barriers has occurred largely due to the
    preference for electronic trading and the transition away from
    floor-based, membership-based markets. In addition to electronic
    trading, other changes in market structure contributing to lower
    barriers to entry include declining exchange membership fees,
    use of ISVs and the introduction of cleared OTC contracts. In
    addition, many companies have increasingly sought to hedge
    exposure to the risk of adverse price movements by relying on
    the derivatives markets. For example, today many industrial and
    commercial users of natural gas may directly access the markets
    to monitor prices and hedge against adverse price movements.  
    Innovations in Product Development and
    Clearing:  With increased reliance on the
    derivatives markets for hedging, the need for new or specialized
    instruments has led to the establishment of new traded markets
    and product development over the past decade. For example, in
    the credit markets, banks access the credit derivatives market
    to hedge exposure to their credit portfolios, establishing the
    credit default swap market over the past decade. Moreover, the
    use of a central counterparty clearing house in previously
    bilateral markets such as
    over-the-counter
    energy and credit markets has resulted in greater liquidity and
    transparency, thereby attracting additional market participation
    and product development.
    New Market Participants:  In recent years, as
    market access has increased and new products have been
    introduced, growth in trading volumes among most asset classes
    has been driven in part by diverse participation in derivatives
    markets by producers, industrials, financial institutions, hedge
    funds, proprietary trading firms and retail investors globally.  Available
    Information
  (770) 857-4700.
  Form 10-K, Form 10-Q, Form 8-K (http:// www.theice.com (www.sec.gov) 1-800-SEC-0330
    ITEM 1(A).
    RISK
    FACTORS  Form 10-K.
 33




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Risks Relating to Our Business
  We
    face intense competition that could materially and adversely
    affect our business. If we are not able to compete successfully,
    our business will be adversely impacted.
        
    regulated, diversified futures exchanges globally that offer
    trading in a variety of asset classes similar to those offered
    by us such as energy, agriculture, equity index and foreign
    exchange;
    voice brokers active in the global commodities and credit
    markets;
    existing and newly formed electronic trading platforms for OTC
    markets;
    other clearing houses;
    market data and information vendors; and
    possible consortiums of customers and the above listed
    competitors that may pool their competitive advantages to
    establish new exchanges, trading platforms or clearing
    facilities.    Conditions
    in global financial markets may adversely affect our trading
    volumes and market liquidity and may put the funds of our
    clearing houses at risk.
    
    a reduction in the number of traders that use our platform;
    a reduction in trading demand by customers or a decision to
    curtail or cease speculative trading;
    heightened capital maintenance requirements resulting from new
    regulation or mandated reductions in existing leverage;
    a reduced access to capital required to fund trading activities;
    significant defaults by issuers of debt leading to market
    disruption or a lack of confidence in the markets ability
    to process such defaults; 34




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
    increased instances of counterparty failure or
    bankruptcy; or
    an increase in the inability of CDS protection sellers to pay
    out contractual obligations upon the occurrence of a credit
    event.      Our
    business is primarily transaction-based, and declines in trading
    volumes and market liquidity for any reason would adversely
    affect our business and profitability.
      Our
    business depends in large part on volatility in commodity prices
    generally and energy markets in particular.
      
    economic, political and market conditions in the United States,
    Europe, the Middle East and elsewhere in the world;
    weather conditions, including hurricanes and other significant
    weather events, that impact the production of commodities, and,
    in the case of energy commodities, production, refining and
    distribution facilities for oil and natural gas;
    the volatility in production volume of the commodities
    underlying our energy, soft agricultural and agricultural
    products and markets; 35




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
    war and acts of terrorism;
    legislative and regulatory changes;
    credit quality of market participants;
    the availability of capital;
    broad trends in industry and finance, including the
    consolidation in our industry;
    the level and volatility of interest rates;
    fluctuating exchange rates and currency values; and
    concerns over inflation.      Our
    revenues depend heavily upon trading volume in the markets for
    ICE Brent Crude, ICE WTI Crude and ICE Gas Oil futures
    contracts; OTC North American natural gas and power contracts;
    sugar futures and options on sugar futures contracts; Russell
    Index futures and options on Russell Indexes; and Creditex
    brokerage transactions. A decline in volume or in our market
    share in these contracts would jeopardize our ability to remain
    profitable and grow.
      
    development of competing contracts, and competition generally;
    reliance on technology to conduct trading;
    the relative stability of commodity prices;
    reduced growth in mature commodity markets;
    increased availability of electronic trading on competing
    contracts;
    possible regulatory changes; and
    adverse publicity and government investigations.   36




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A
    decline in the production of commodities traded in our markets
    could reduce our liquidity and adversely affect our revenues and
    profitability.
      We
    intend to explore acquisition opportunities and strategic
    alliances relating to other businesses, products or
    technologies. We may not be successful in identifying
    opportunities or integrating other businesses, products or
    technologies successfully with our business. Any such
    transaction also may not produce the results we
    anticipate.
       37




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We may
    fail to realize the anticipated cost savings, growth
    opportunities and synergies and other benefits anticipated from
    our mergers and acquisitions or investments, which could
    adversely affect the value of our common stock.
        Our
    cost structure is largely fixed. If our revenues decline and we
    are unable to reduce our costs, or if our expenses increase
    without a corresponding increase in revenues, our profitability
    will be adversely affected.
   38




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Owning
    clearing houses exposes us to risks, including the risk of
    defaults by our participants clearing trades through our
    clearing houses, risks regarding investing the funds in the
    guaranty fund and held as security for original margin, and
    risks related to the cost of operating the clearing
    houses.
        The
    derivatives and energy commodities trading industry has been and
    continues to be subject to increased legislative and regulatory
    scrutiny, and we face the risk of changes to our regulatory
    environment in the future, which may diminish trading volumes on
    our electronic platform.
  and/or
   39




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We are
    currently subject to regulation in multiple jurisdictions.
    Failure to comply with existing regulatory requirements, and
    possible future changes in these requirements or in the current
    interpretation of these requirements, could adversely affect our
    business.
    non-U.S. exchanges,
 40




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non-U.S. exchanges,
      
    the manner in which we communicate with and contract with our
    participants;
    a requirement that we impose additional position limits or
    position accountability limits on our participants;
    prohibitions against certain categories of participants (e.g.,
    pension funds) from accessing our markets;
    the demand for and pricing of our products and services;
    the tax treatment of trading in our products;
    a requirement that we maintain minimum regulatory capital on
    hand;
    a requirement that we exercise regulatory oversight of our OTC
    participants, and assume responsibility for their conduct;
    a requirement that we make additional reports to regulatory
    authorities regarding the trading activities of our
    participants, which would impact our financial and regulatory
    reporting practices;
    our record-keeping and record-retention procedures;
    the nature and role of our self-regulatory responsibilities may
    change;
    our ability to launch new products or contracts since we may
    need to satisfy certain regulatory obligations prior to
    launching such new products or contracts.
    the licensing of our employees; and
    the conduct of our directors, officers, employees and affiliates.    Legislative
    or regulatory changes regarding the operation of clearing
    facilities or preventing them from being owned or controlled by
    exchanges may prevent us from realizing the economic benefits of
    operating our clearing house.
   41




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If we
    are unable to keep up with rapid changes in technology and
    participant preferences, we may not be able to compete
    effectively.
    
    enhance our existing services and maintain and improve the
    functionality and reliability of our electronic platform, in
    particular, reducing network downtime or disruptions;
    develop or license new technologies that address the
    increasingly sophisticated and varied needs of our participants;
    anticipate and respond to technological advances and emerging
    industry practices on a cost-effective and timely basis; and
    continue to attract and retain highly skilled technology staff
    to maintain and develop our existing technology and to adapt to
    and manage emerging technologies while attempting to keep our
    employee headcount low.    Our
    business may be harmed by computer and communications systems
    failures and delays.
   42




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
    unanticipated disruption in service to our participants;
    slower response time and delays in our participants trade
    execution and processing;
    failed settlement by participants to whom we provide trade
    confirmation or clearing services;
    incomplete or inaccurate accounting, recording or processing of
    trades;
    our distribution of inaccurate or untimely market data to
    participants who rely on this data in their trading
    activity; and
    financial loss.      Our
    systems and those of our third party service providers may be
    vulnerable to security risks, which could result in wrongful use
    of our information, or which could make our participants
    reluctant to use our electronic platform.
    Our
    operating results may be subject to significant fluctuations due
    to a number of factors.
    
    geopolitical events;
    weather;
    real and perceived supply and demand imbalances in the
    underlying commodities; 43




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
    regulatory considerations;
    the availability of capital;
    the number of trading days in a quarter; and
    seasonality.    Fluctuations
    in currency exchange rates may adversely affect our operating
    results.
         44




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non-U.S. denominated
  Our
    efforts to reduce risk in the credit derivatives market and to
    create a derivative clearing house to act as a central
    counterparty in the trading of CDS may not be
    successful.
      Regulation
    of the credit derivatives business is uncertain and such
    uncertainty, or future regulatory changes, could reduce trading
    in the credit derivatives market.
   45




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Owning
    Creditexs business exposes us to additional risk and
    Creditex is largely dependent on its
    broker-dealer
    clients. These clients are not restricted from transacting or
    processing CDS directly, or through their own proprietary or
    third-party platforms.
      Any
    infringement by us of intellectual property rights of others
    could result in litigation and adversely affect our ability to
    continue to provide, or increase the cost of providing, our
    products and services.
     46




---



##### Table of Contents



Some
    of the proprietary technology we employ may be vulnerable to
    infringement by others.
    and/or
      Reductions
    in our exchange fee rates or commission rates resulting from
    competitive pressures could lower our revenues and
    profitability.
    We
    rely on specialized management and employees, including
    professionals in our clearing house and brokerage business, and
    our business may be harmed if we fail to retain these
    professionals or attract new ones.
   47




---



##### Table of Contents



We
    rely on third party providers and other suppliers for a number
    of services that are important to our business. An interruption
    or cessation of an important service or supply by any third
    party could have a material adverse effect on our
    business.
        We are
    subject to significant litigation and liability
    risks.
   48




---



##### Table of Contents



Our
    compliance and risk management methods might not be effective
    and may result in outcomes that could adversely affect our
    financial condition and operating results.
    cease-and-desist
  ITEM 1(B).
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    back-up
   49




---



##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS    and/or Not-For-Profit
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 4(A).
    EXECUTIVE
    OFFICERS OF INTERCONTINENTALEXCHANGE, INC.  Form 10-K Regulation S-K,
  Name

Age

TitleJeffrey C. Sprecher


53


Chairman of the Board and Chief Executive OfficerCharles A. Vice


45


President and Chief Operating OfficerScott A. Hill


41


Chief Financial Officer and Senior Vice PresidentDavid S. Goone


48


Senior Vice President, Chief Strategic OfficerEdwin D. Marcial


41


Chief Technology Officer and Senior Vice PresidentJohnathan H. Short


43


Senior Vice President, General Counsel and Corporate SecretaryDavid J. Peniket


43


President and Chief Operating Officer, ICE Futures EuropeThomas W. Farley


33


President and Chief Operating Officer, ICE Futures U.S.Sunil Hirani


52


President and Chief Operating Officer, Creditex   Jeffrey C. Sprecher.
 50




---



##### Table of Contents



Charles A. Vice.
  Scott A. Hill.
  David S. Goone.
  Edwin D. Marcial.
  Johnathan H. Short.
  David J. Peniket.
 51




---



##### Table of Contents



Thomas W. Farley.
  Sunil Hirani.
 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Approximate
    Number of Holders of Common Stock
    Dividends
   52




---



##### Table of Contents



Price
    Range of Common Stock
    Common Stock Market PriceHigh


LowYear Ended December 31, 2007First Quarter

$
167.00


$
108.15Second Quarter

$
162.47


$
120.56Third Quarter

$
174.15


$
117.25Fourth Quarter

$
194.92


$
151.76Year Ended December 31, 2008First Quarter

$
193.87


$
110.25Second Quarter

$
167.28


$
113.99Third Quarter

$
116.39


$
61.00Fourth Quarter

$
92.98


$
49.69   Equity
    Compensation Plan Information
    Number of SecuritiesNumber of





Available for FutureSecurities to be Issued





Issuance Under EquityUpon Exercise of


Weighted Average


Compensation PlansOutstanding Options


Exercise Price of


(Excluding Securitiesand Rights


Outstanding Options


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders(1)


2,079,320
(1)

$
49.06
(1)


948,601Equity compensation plans not approved by security holders(2)


1,755,264
(2)

$
26.86
(2)


1,121,034TOTAL


3,834,584


$
36.83
(1)(2)


2,069,635     (1)
    
    The 2000 Stock Option Plan was approved by our stockholders in
    June 2000 and the 2005 Equity Incentive Plan was approved by our
    stockholders in June 2005. Of the 2,079,320 securities to be
    issued upon exercise of outstanding options and rights,
    1,103,158 are options with a weighted average exercise price of
    $49.06 and the remaining 976,162 securities are restricted stock
    shares that do not have an exercise price.(2)
    
    This category includes the 2003 Directors Plan, the 2004
    Restricted Stock Plan and the Creditex 1999 Stock Options/Stock
    Issuance Plan. Of the 1,755,264 securities to be issued upon
    exercise of outstanding options and rights, 1,360,257 are
    options with a weighted average exercise price of $26.86 and the
    remaining 395,007 securities are restricted stock shares that do
    not have an exercise price. For more information concerning
    these plans, see note 10 to our consolidated financial
    statements and related notes that are included elsewhere in this
    Annual Report on
    Form 10-K. 53




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K.
  Form 10-K.
  Year Ended December 31,2008(1)


2007(1)


2006


2005


2004(In thousands, except for per share data)Consolidated Statement of Income/(Loss) DataRevenues(2):Transaction and clearing fees, net(2)

$
693,229


$
490,358


$
273,629


$
136,976


$
90,906Market data fees


102,944



70,396



34,236



14,642



12,290Other


16,905



13,539



5,934



4,247



5,218Total revenues


813,078



574,293



313,799



155,865



108,414Operating expenses:Compensation and benefits


159,792



101,397



49,750



35,753



30,074Professional services


29,705



23,047



11,395



10,124



12,312Patent royalty






1,705



9,039



1,491



32CBOT merger-related transaction costs(3)






11,121











Selling, general and administrative


67,800



50,759



25,266



17,395



16,578Floor closure costs














4,814



Settlement expense














15,000



Depreciation and amortization


62,247



32,701



13,714



15,083



17,024Total operating expenses


319,544



220,730



109,164



99,660



76,020Operating income


493,534



353,563



204,635



56,205



32,394Other income (expense), net(4)(5)


(20,038
)


4,871



7,908



3,790



1,328Income before income taxes


473,496



358,434



212,543



59,995



33,722Income tax expense


172,524



117,822



69,275



19,585



11,773Net income(5)

$
300,972


$
240,612


$
143,268


$
40,410


$
21,949Redemption adjustments to redeemable stock put(6)














(61,319
)


Net income (loss) available to common shareholders

$
300,972


$
240,612


$
143,268


$
(20,909
)

$
21,949Earnings (loss) per common share(5)(7):Basic

$
4.23


$
3.49


$
2.54


$
(0.39
)

$
0.42Diluted

$
4.17


$
3.39


$
2.40


$
(0.39
)

$
0.41Weighted average common shares outstanding(7):Basic


71,184



68,985



56,474



53,218



52,865Diluted


72,164



70,980



59,599



53,218



53,062  54




---



##### Table of Contents



(1)
    
    We acquired several companies during the years ended
    December 31, 2008 and 2007 and have included the financial
    results of these companies in our consolidated financial
    statements effective from the respective acquisition dates
    forward. Refer to note 3 to our consolidated financial
    statements and related notes, which are included elsewhere in
    this Annual Report on
    Form 10-K,
    for more information on these acquisitions.(2)
    
    Includes revenues from related parties generated in the ordinary
    course of our business. For a presentation and discussion of our
    revenues attributable to related parties for the years ended
    December 31, 2008, 2007 and 2006, see our consolidated
    statements of income and note 12 to our consolidated
    financial statements that are included elsewhere in this Annual
    Report on
    Form 10-K.
    Our transaction and clearing fees are presented net of rebates.
    For a discussion of these rebates, see Item 7
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations included elsewhere in
    this Annual Report on
    Form 10-K.(3)
    
    In 2007, we incurred $11.1 million in transaction costs
    directly relating to the proposed merger with CBOT Holdings,
    Inc., or CBOT. We did not succeed in our proposed merger with
    CBOT and the Chicago Mercantile Exchange completed its
    acquisition of CBOT in July 2007. These costs are classified as
    CBOT merger-related transaction costs in the
    accompanying consolidated statement of income for the year ended
    December 31, 2007. See note 17 to our consolidated
    financial statements and related notes that are included
    elsewhere in this Annual Report on
    Form 10-K.(4)
    
    The financial results for the years ended December 31, 2008
    and 2007 include $13.2 million and $15.5 million,
    respectively, in interest expense on our outstanding
    indebtedness and $6.0 million and $3.1 million,
    respectively, in interest expense relating to the Russell
    Licensing Agreement. The financial results for the year ended
    December 31, 2007 include a gain on disposal of an asset of
    $9.3 million. Refer to notes 7, 9 and 15 to our
    consolidated financial statements and related notes, which are
    included elsewhere in this Annual Report on
    Form 10-K,
    for more information on these items.(5)
    
    We have an 8% equity ownership in the National Commodity and
    Derivatives Exchange, Ltd, or NCDEX, a derivatives exchange
    located in Mumbai, India, which we acquired for
    $37.0 million in 2006. The NCDEX investment is classified
    as a cost method investment. The financial results for the year
    ended December 31, 2008 include an impairment loss on the
    NCDEX cost method investment of $15.7 million, which was
    recorded as other expense. For additional information, refer to
    note 6 to our consolidated financial statements and related
    notes, which are included elsewhere in this Annual Report on
    Form 10-K.
    Excluding this charge, net of taxes, our consolidated net income
    for the year ended December 31, 2008 would have been
    $312.2 million and basic and diluted earnings per share
    would have been $4.39 and $4.33, respectively. See Item 7
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations 
    Non-GAAP Financial Measures included elsewhere is
    this Annual Report on
    Form 10-K.(6)
    
    In connection with our formation, we granted a put option to
    Continental Power Exchange, Inc., an entity controlled by our
    Chairman and Chief Executive Officer, Jeffrey C. Sprecher. The
    put option would have required us under certain circumstances to
    purchase Continental Power Exchange, Inc.s equity interest
    in our business at a purchase price equal to the greater of the
    fair market value of the equity interest or $5 million. We
    initially recorded the redeemable stock put at the minimum
    $5 million redemption threshold. We adjusted the redeemable
    stock put to its redemption amount at each subsequent balance
    sheet date. Adjustments to the redemption amount were recorded
    to retained earnings or, in the absence of positive retained
    earnings, additional paid-in capital. In October 2005, we
    entered into an agreement with Continental Power Exchange, Inc.
    to terminate the redeemable stock put upon the closing of our
    initial public offering of common stock in November 2005. We
    increased the redeemable stock put by $61.3 million during
    the year ended December 31, 2005 resulting from an increase
    in the estimated fair value of our common stock from $8.00 per
    share as of December 31, 2004 to $35.90 per share as of
    November 21, 2005, the closing date of our initial public
    offering of common stock and the termination date of the
    redeemable stock put. The balance of the redeemable stock put on
    November 21, 2005 was $78.9 million and was
    reclassified to additional paid-in capital upon its termination.
    In connection with the termination of the put option, we amended
    certain registration rights previously granted to Continental
    Power 55




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##### Table of Contents



Exchange, Inc. pursuant to which we may be obligated to pay the
    expenses of registration, including underwriting discounts up to
    a maximum of $4.5 million.(7)
    
    The impact of outstanding stock options is considered to be
    antidilutive in the calculation of diluted earnings per share
    when a net loss available to common shareholders is reported.
    Our outstanding stock options have not been included in the
    computation of diluted earnings per share for the year ended
    December 31, 2005 due to the $20.9 million net loss
    available to common shareholders as a result of the
    $61.3 million charged to retained earnings related to the
    redeemable stock put adjustments. Therefore, our diluted
    earnings per share are computed in the same manner as basic
    earnings per share for the year ended December 31, 2005.  As of December 31,2008


2007


2006


2005


2004(In thousands)Consolidated Balance Sheet DataCash and cash equivalents(1)

$
283,522


$
119,597


$
204,257


$
20,002


$
61,199Short-term investments(1)


3,419



140,955



77,354



111,181



5,700Margin deposits and guaranty funds assets(2)


12,117,820



792,052











Total current assets


12,552,588



1,142,094



340,917



164,015



100,042Property and equipment, net


88,952



63,524



26,280



20,348



19,364Goodwill and other intangible assets, net(3)


2,163,671



1,547,409



81,126



76,054



86,075Total assets


14,959,581



2,796,345



493,211



265,770



207,518Margin deposits and guaranty funds liabilities(2)


12,117,820



792,052











Total current liabilities


12,311,642



910,961



37,899



26,394



34,440Current and long-term debt(4)


379,375



221,875











25,000Shareholders equity


2,006,231



1,476,856



454,468



232,623



132,149     (1)
    
    We received net proceeds from our initial public offering of our
    common stock in November 2005 of $60.8 million, after
    deducting the underwriting discount. We invested a portion of
    this cash in short-term investments. Due to the adverse
    conditions in the credit markets, in 2008 we decided to shift
    more of our funds into cash equivalent investments as compared
    to short-term investments.(2)
    
    Clearing members of ICE Clear Europe, ICE Clear U.S. and ICE
    Clear Canada are required to deposit original margin and
    variation margin and to make deposits to a guaranty fund. The
    cash deposits made to these margin accounts and to the guaranty
    fund are recorded in the consolidated balance sheet as current
    assets with offsetting current liabilities to the clearing
    members that deposited them. ICE Clear Europe began clearing
    contracts in November 2008 upon the transition of clearing from
    LCH.Clearnet Ltd. See note 14 to our consolidation
    financial statement and related notes that are included
    elsewhere in this Annual Report on
    Form 10-K.(3)
    
    The increase in the goodwill and intangible assets in 2008
    primarily relates to the acquisition of Creditex Group Inc. in
    August 2008. The increase in the goodwill and other intangible
    assets in 2007 primarily relates to the acquisition of ICE
    Futures U.S. in January 2007. See notes 3 and 8 to our
    consolidation financial statements and related notes that are
    included elsewhere in this Annual Report on
    Form 10-K.(4)
    
    We borrowed $250.0 million in a senior unsecured credit
    facility in connection with the purchase of ICE Futures U.S. in
    January 2007 and we borrowed an additional $195.0 million
    in 2008 in connection with our stock repurchases. See
    note 9 to our consolidation financial statements and
    related notes that are included elsewhere in this Annual Report
    on
    Form 10-K.  56




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##### Table of Contents



Year Ended December 31,2008


2007


2006


2005


2004(In thousands, except for rate per contract and
    percentages)Operating Data:Our Average Daily Trading Fee Revenues(1):Our U.K. futures business average daily exchange and clearing
    fee revenues

$
756


$
696


$
482


$
226


$
179Our U.S. and Canadian futures business average daily exchange
    and clearing fee revenues


613



426











Our bilateral global OTC business average daily commission fee
    revenues


341



178



102



79



80Our cleared global OTC business average daily commission and
    clearing fee revenues


982



667



487



233



94Our global OTC business average daily commission and clearing
    fee revenues


1,323



845



589



312



174Our total average daily exchange, commission and clearing fee
    revenues

$
2,692


$
1,967


$
1,071


$
538


$
353Our Trading Volume(2):Futures volume


237,226



191,848



92,721



42,055



35,541Futures average daily volume


922



771



373



166



140OTC energy volume


247,093



176,561



130,832



61,999



30,961OTC energy average daily volume


977



723



525



247



123Our ICE Futures Europe rate per contract

$
1.23


$
1.29


$
1.32


$
1.35


$
1.26Our soft agricultural futures and options rate per contract

$
2.13


$
1.88











Our financial futures and options rate per contract

$
0.96


$
1.68











OTC Participants Trading Commission Percentages:Commercial companies (including merchant energy)


46.8
%


45.5
%


46.8
%


48.8
%


56.5
%Banks and financial institutions


23.4
%


23.6
%


21.2
%


20.5
%


22.4
%Liquidity providers


29.8
%


30.9
%


32.0
%


30.7
%


21.1
%     (1)
    
    Represents the total commission fee, exchange fee and clearing
    fee revenues for the year divided by the number of trading days
    during that year.(2)
    
    Volume is calculated based on the number of contracts traded in
    our markets, which is the number of round turn trades. Each
    round turn trade represents a matched buy and sell order of one
    contract. Average daily volume represents the total volume, in
    contracts, for the year divided by the number of trading days
    during the year.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion contains forward-looking statements
    that involve risks and uncertainties. Our actual results could
    differ materially from those anticipated in these
    forward-looking statements for many reasons, including those set
    forth in Item 1(A) under the heading Risk
    Factors and elsewhere in this Annual Report on
    Form 10-K.
    The following discussion is qualified in its entirety by, and
    should be read in
 57




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##### Table of Contents



conjunction with, the more detailed information contained in
    Item 6 Selected Financial Data and our
    consolidated financial statements and related notes included
    elsewhere in this Annual Report on
    Form 10-K.
  Overview
    and Our Business Environment
  over-the-counter, side-by-side
      over-the-counter,
     58




---



##### Table of Contents



Financial
    Highlights
  
    Our consolidated revenues increased by 41.6% to a record
    $813.1 million for the year ended December 31, 2008,
    compared to 2007, primarily due to increased contract volumes in
    our futures and OTC markets resulting from increased volatility,
    organic growth and acquisitions.
    Our consolidated operating expenses increased by 44.8% to
    $319.5 million for the year ended December 31, 2008,
    compared to the same period in 2007, primarily due to
    acquisitions, higher cash and non-cash compensation costs, costs
    associated with the establishment of ICE Clear Europe, the
    closure of our futures trading floors in New York and Dublin and
    increased technology spending and related depreciation expenses,
    partially offset by CBOT Holdings, Inc., or CBOT, merger-related
    transaction costs incurred during the year ended
    December 31, 2007.
    Our consolidated operating margin decreased to 60.7% for the
    year ended December 31, 2008, compared to 61.6% for the
    same period in 2007.
    Our consolidated net income increased by 25.1% to
    $301.0 million for the year ended December 31, 2008,
    compared to the same period in 2007.
    Consolidated cash flows from operations increased by 30.3% to
    $375.1 million for the year ended December 31, 2008,
    compared to the same period in 2007.  Form 10-K.
  Recent
    Developments and Trends
   59




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##### Table of Contents



Variability
    in Quarterly Comparisons
    
    Geopolitical Events:  Geopolitical events tend
    to impact global commodity prices and may impact commodity
    supply. Because commodity prices often move in conjunction with
    changes in the perception of geopolitical risk, these events in
    the past have impacted trading activities in our markets due to
    the increased volatility and need for risk management in times
    of uncertainty.
    Weather:  Weather events have been an important
    factor in price volatility and the supply and demand of energy,
    soft agricultural and agricultural commodities and, therefore,
    the trading activities of market participants. Unexpected or
    extreme weather conditions, such as low temperatures or
    hurricanes, and other events that cause demand increases, supply
    disruptions or unexpected volatility tend to result in business
    disruptions and expanded hedging and trading activity in our
    markets.
    Real and Perceived Supply and Demand
    Imbalances:  Various agencies and groups, such as
    the International Energy Agency and the U.S. Energy
    Information Administration, regularly track commodity supply
    data. Reporting on supply or production may impact trading
    volume and price volatility due to real or perceived supply and
    demand imbalances.
    Regulatory Considerations:  Generally,
    legislative and regulatory bodies have expressed increased
    concern regarding derivatives markets when underlying commodity
    and financial instrument prices are volatile. As a result,
    legislative and regulatory actions, including proposed actions,
    may create uncertainty for market participants and affect
    trading volumes.
    Availability of Capital:  Margin is required to
    be deposited for each cleared trade executed in our markets.
    Cost of capital, balance sheet capacity available to support
    trading, capital markets conditions or any combination of these
    factors may impact trading volumes due to higher costs or lower
    availability of capital available to support trading.
    Number of Trading Days:  The variability in the
    number of business days in each quarter affects our revenues,
    and will affect quarter-to-quarter revenue comparisons, since
    trading generally only takes place on business days. 60




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##### Table of Contents




    Seasonality:  Participants engaged in energy,
    soft agricultural and agricultural businesses tend to experience
    moderate seasonal fluctuations in demand and price volatility,
    although such seasonal impacts have been somewhat negated in
    periods of high volume trading.    Segment
    Reporting
  Form 10-K.
  Our
    Futures Business Segment
    Year Ended December 31,2008(1)


%


2007(1)


%


2006


%(Dollar amounts in thousands)Revenues(2):Transaction and clearing fees, net(2):ICE Brent Crude futures

$
92,971



25.3
%

$
87,308



29.8
%

$
64,126



48.8
%ICE WTI Crude futures


47,941



13.0



49,942



17.0



30,683



23.3ICE Gas Oil futures


42,641



11.6



36,890



12.6



26,363



20.0Sugar futures and options(3)


76,948



20.9



48,647



16.6







Cotton futures and options(3)


23,171



6.3



17,920



6.1







Russell index futures and options(3)


13,540



3.7



542



0.2







Other futures products and options


54,289



14.7



37,344



12.7



2,248



1.8Intersegment fees


5,746



1.6



3,754



1.3



4,404



3.4Market data fees


















36



Other


10,693



2.9



10,740



3.7



3,568



2.7Total revenues


367,940



100.0



293,087



100.0



131,428



100.0Operating expenses:Selling, general and administrative expenses(4)


80,506



21.9



80,053



27.3



25,939



19.7Intersegment expenses(5)


38,767



10.5



30,836



10.5



24,892



18.9Depreciation and amortization


13,472



3.7



6,386



2.2



2,031



1.6Total operating expenses


132,745



36.1



117,275



40.0



52,862



40.2Operating income


235,195



63.9



175,812



60.0



78,566



59.8Other income, net(6)


5,165



1.4



14,217



4.9



1,687



1.3Income tax expense


84,017



22.8



64,005



21.8



28,089



21.4Net income

$
156,343



42.5
%

$
126,024



43.0
%

$
52,164



39.7
%     (1)
    
    The financial results for the years ended December 31, 2008
    and 2007 include the financial results for ICE Futures U.S.
    subsequent to its acquisition on January 12, 2007. 61




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##### Table of Contents



(2)
    
    Revenues attributable to related parties were $110,000, $424,000
    and $12.7 million for the years ended December 31,
    2008, 2007 and 2006, respectively. For a discussion of our
    related parties, see note 12 to our consolidated financial
    statements and related notes, which are included elsewhere in
    this Annual Report on
    Form 10-K.
    Our transaction and clearing fees are presented net of rebates.(3)
    
    Sugar, cotton and Russell index futures and options began
    trading in January 2007 in connection with the ICE Futures U.S.
    acquisition. The Russell index futures and options began trading
    exclusively on ICE Futures U.S. in September 2008.(4)
    
    Includes compensation and benefits expenses and professional
    services expenses.(5)
    
    Intersegment expenses represent fees paid by our futures
    business segment for support provided by the OTC business
    segment to operate the electronic trading platform used in our
    futures business.(6)
    
    The financial results for the years ended December 31, 2008
    and 2007 include $6.0 million and $3.1 million,
    respectively, in interest expense relating to the Russell
    Licensing Agreement. The financial results for the year ended
    December 31, 2007 include a gain on disposal of an asset of
    $9.3 million. Refer to notes 7 and 15 to our
    consolidated financial statements and related notes, which are
    included elsewhere in this Annual Report on
    Form 10-K,
    for more information on these two items.         62




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##### Table of Contents



Futures Contract

Size


MeasureICE Brent Crude


1,000



BarrelsICE WTI Crude


1,000



BarrelsICE Gas Oil


1,000



Metric TonnesSugar


112,000



Pounds     Year Ended December 31,2008


2007


2006(In thousands)Number of futures and option contracts traded:ICE Brent Crude futures


68,368



59,729



44,346ICE WTI Crude futures


51,092



51,388



28,673ICE Gas Oil futures


28,805



24,510



18,290Sugar futures and options(1)


36,437



26,355



Cotton futures and options(1)


10,631



9,526



Russell index futures and options(1)


17,054



338



Other futures and options(2)


24,839



20,002



1,412Total


237,226



191,848



92,721     (1)
    
    Sugar, cotton and Russell index futures and options began
    trading in January 2007 in connection with the ICE Futures U.S.
    acquisition. The Russell index futures and options began trading
    exclusively on ICE Futures U.S. in September 2008.(2)
    
    The increase in the other futures and options contracts
    primarily relates to the trading of the coffee futures and
    options and cocoa futures and options, which began trading in
    January 2007 in connection with the ICE Futures U.S. acquisition. 63




---



##### Table of Contents



As of December 31,2008


2007


2006(In thousands)Open interest  futures and options contracts:ICE Brent Crude futures


614



539



547ICE WTI Crude futures


519



593



418ICE Gas Oil futures


418



273



321Sugar futures and options(1)


1,707



1,796



Cotton futures and options(1)


351



579



Coffee futures and options(1)


250



348



Cocoa futures and options(1)


158



201



Russell index futures and options(1)


446



17



Other futures and options


777



577



128Total


5,240



4,923



1,414     (1)
    
    Sugar, cotton, coffee, cocoa and Russell index futures and
    options began trading in January 2007 in connection with the ICE
    Futures U.S. acquisition. The Russell index futures and options
    began trading exclusively on ICE Futures U.S. in September 2008. 64




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Our
    OTC Business Segment
    Year Ended December 31,2008(1)


%


2007


%


2006


%(Dollar amounts in thousands)Revenues(2):Transaction and clearing fees, net(2):North American natural gas

$
214,403



49.0
%

$
155,533



56.6
%

$
117,302



60.0
%North American power


60,400



13.8



43,349



15.8



27,223



13.9Credit derivatives(3)


52,098



11.9















Other commodities markets


7,954



1.8



6,873



2.6



2,175



1.1Electronic trade confirmation


6,873



1.6



6,010



2.2



3,509



1.8Intersegment fees


41,199



9.4



32,311



11.8



26,704



13.7Market data fees


48,458



11.1



27,256



9.9



16,168



8.3Other


6,165



1.4



2,782



1.1



2,366



1.2Total revenues


437,550



100.0



274,114



100.0



195,447



100.0Operating expenses:Selling, general and administrative expenses(4)


174,113



39.8



94,350



34.4



67,451



34.5Intersegment expenses


34,004



7.8



19,405



7.1



11,221



5.7CBOT merger-related transaction costs(5)










11,121



4.1







Depreciation and amortization


48,651



11.1



26,286



9.6



11,671



6.0Total operating expenses


256,768



58.7



151,162



55.1



90,343



46.2Operating income


180,782



41.3



122,952



44.9



105,104



53.8Other income (expense), net(6)(7)


(26,281
)


(6.0
)


(9,846
)


(3.6
)


6,248



3.2Income tax expense


61,622



14.1



33,907



12.4



33,858



17.3Net income(7)

$
92,879



21.2
%

$
79,199



28.9
%

$
77,494



39.7
%     (1)
    
    The financial results for the year ended December 31, 2008
    include the financial results for Creditex subsequent to its
    acquisition on August 29, 2008.(2)
    
    Revenues attributable to related parties were $570,000,
    $1.3 million and $3.2 million for the years ended
    December 31, 2008, 2007 and 2006, respectively. For a
    discussion of our related parties, see note 12 to our
    consolidated financial statements, which are included elsewhere
    in this Annual Report on
    Form 10-K.
    Our transaction and clearing fees are presented net of rebates.(3)
    
    Credit derivatives began trading on September 1, 2008 in
    connection with the closing of the Creditex acquisition.(4)
    
    Includes compensation and benefits expenses, professional
    services expenses and patent royalty expenses.(5)
    
    The financial results for the year ended December 31, 2007
    include $11.1 million in CBOT merger-related transaction
    costs. Refer to note 17 to our consolidated financial
    statements and related notes, which are included elsewhere in
    this Annual Report on
    Form 10-K,
    for more information.(6)
    
    The financial results for the years ended December 31, 2008
    and 2007 include $12.2 million and $15.5 million,
    respectively, in interest expense on outstanding indebtedness.
    Refer to note 9 to our consolidated financial statements
    and related notes, which are included elsewhere in this Annual
    Report on
    Form 10-K,
    for more information.(7)
    
    The financial results for the year ended December 31, 2008
    include an impairment loss on the NCDEX cost method investment
    of $15.7 million, which was recorded as other expense. For
    additional information, 65




---



##### Table of Contents



refer to note 6 to our consolidated financial statements
    and related notes, which are included elsewhere in this Annual
    Report on
    Form 10-K.
    Excluding this charge, net of taxes, our OTC business segment
    net income for the year ended December 31, 2008 would have
    been $104.1 million. See also
     Non-GAAP Financial Measures below.            Year Ended December 31,2008


2007


2006(In millions)Total volume or Notional Value  OTC:North American natural gas (in million British thermal units, or
    MMBtu)


571,364



394,880



302,591Credit default swaps (notional value)(1)

$
1,064.8







North American power (in megawatt hours)


6,490



5,492



4,000Global oil and refined products (in equivalent barrels of oil)


1,036



907



576     (1)
    
    We began offering credit default swaps following our acquisition
    of Creditex on August 29, 2008. The notional value
    presented is for the period from September 1, 2008 to
    December 31, 2008.  66




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##### Table of Contents



Year Ended December 31,2008


2007


2006(In thousands)Number of OTC energy contracts traded:North American natural gas


228,554



159,659



121,047North American power


10,085



8,331



6,014Global oil and other


8,454



8,571



3,771Total


247,093



176,561



130,832     OTC Contract

Size

MeasureFinancial gas


2,500


MMBtuPhysical gas


2,500


MMBtuEast power


800


Megawatt Hours per dayWest power


400


Megawatt Hours per dayCrude oil


1,000


BarrelsRefined oil


100


Barrels     As of December 31,2008


2007


2006(In thousands)Open interest  cleared OTC energy contracts:North American natural gas


7,486



5,986



3,781North American power


1,784



1,161



792Global oil and other


98



28



18Total


9,368



7,175



4,591   Our
    Market Data Business Segment
    Year Ended December 31,2008


%


2007


%


2006


%(Dollar amounts in thousands)Revenues(1):Market data fees

$
54,486



61.9
%

$
43,140



69.3
%

$
18,032



61.8
%Intersegment fees


33,432



38.0



19,079



30.7



11,123



38.2Other


47



0.1



17











Total revenues


87,965



100.0



62,236



100.0



29,155



100.0Operating expenses:Selling, general and administrative expenses(2)


2,678



3.0



2,505



4.0



2,060



7.1Intersegment expenses


7,606



8.7



4,903



7.9



6,118



21.0Depreciation and amortization


124



0.1



29







12



Total operating expenses


10,408



11.8



7,437



11.9



8,190



28.1Operating income


77,557



88.2



54,799



88.1



20,965



71.9Other income (expense), net


1,078



1.2



500



0.8



(27
)


(0.1
)Income tax expense


26,885



30.6



19,910



32.0



7,328



25.1Net income

$
51,750



58.8
%

$
35,389



56.9
%

$
13,610



46.7
%  67




---



##### Table of Contents



(1)
    
    Revenues attributable to related parties were $157,000 for the
    year ended December 31, 2006. For a discussion of our
    related parties, see note 12 to our consolidated financial
    statements and related notes, which are included elsewhere in
    this Annual Report on
    Form 10-K.(2)
    
    Includes compensation and benefits expenses and professional
    services expenses.    Intersegment
    Fees
    Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Overview
       68




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##### Table of Contents



Revenues
  Transaction
    and Clearing Fees
         69




---



##### Table of Contents



Market
    Data Fees
    Other
    Revenues
    Expenses
  Compensation
    and Benefits
  Form 10-K.
    Professional
    Services
   70




---



##### Table of Contents



Patent
    Royalty
    CBOT
    Merger-Related Transaction Costs
    Selling,
    General and Administrative
    Depreciation
    and Amortization
    Other
    Income (Expense)
   71




---



##### Table of Contents



Income
    Taxes
  Accounting for Income Taxes-Special Areas
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Overview
       72




---



##### Table of Contents



Revenues
  Transaction
    and Clearing Fees
            Market
    Data Fees
   73




---



##### Table of Contents



Other
    Revenues
    Expenses
  Compensation
    and Benefits
    Professional
    Services
    Patent
    Royalty
   74




---



##### Table of Contents



CBOT
    Merger-Related Transaction Costs
    Selling,
    General and Administrative
    Depreciation
    and Amortization
    Other
    Income (Expense)
    Income
    Taxes
   75




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##### Table of Contents



Quarterly
    Results of Operations
  Form 10-K.
  Three Months Ended,December 31,


September 30,


June 30,


March 31,


December 31,


September 30,


June 30,


March 31,2008(1)


2008(2)


2008


2008


2007


2007


2007(3)


2007(4)(In thousands)Revenues:Transaction fees, net:Futures:ICE Brent Crude futures

$
24,470


$
21,583


$
23,809


$
23,109


$
21,320


$
22,071


$
21,796


$
22,121ICE WTI Crude futures


11,352



10,837



12,722



13,030



12,592



12,791



11,889



12,670ICE Gas Oil futures


11,440



10,740



9,532



10,929



10,599



10,051



7,911



8,329Sugar futures and options


11,864



17,345



21,491



26,248



12,160



12,829



14,823



8,835Cotton futures and options


3,595



3,998



6,281



9,297



4,992



4,920



5,032



2,976Russell index futures and options


9,023



4,269



126



122



181



149



110



102Other futures products and options


13,947



12,563



13,129



14,650



10,556



10,522



9,224



7,042OTC:North American natural gas


40,090



55,171



59,076



60,066



43,410



41,665



34,275



36,183North American power


14,177



14,364



16,157



15,702



12,627



12,212



9,713



8,797Credit derivative swaps


35,537



16,561























Other commodities markets


1,570



1,758



2,300



2,326



2,393



2,199



1,237



1,044Electronic trade confirmation services


1,093



1,786



2,041



1,953



1,725



1,681



1,362



1,242Market data fees


26,960



25,771



25,493



24,720



23,306



17,225



15,846



14,019Other


2,142



4,698



5,003



5,062



3,435



3,420



3,436



3,248Total revenues


207,260



201,444



197,160



207,214



159,296



151,735



136,654



126,608Operating expenses:Compensation and benefits


57,004



41,186



30,923



30,679



34,913



23,009



21,717



21,758Professional services


6,716



9,089



6,928



6,972



4,820



6,650



6,714



4,863Patent royalty






























1,705CBOT merger-related transaction costs(3)


















33



144



10,944



Selling, general and administrative


20,157



17,626



15,680



14,337



13,457



12,170



13,002



12,130Depreciation and amortization


26,056



14,401



10,844



10,946



9,546



8,898



7,748



6,509Total operating expenses


109,933



82,302



64,375



62,934



62,769



50,871



60,125



46,965Operating income


97,327



119,142



132,785



144,280



96,527



100,864



76,529



79,643Other income (expense), net(4)(1)


(16,171
)


(860
)


(1,146
)


(1,861
)


(438
)


(1,590
)


(1,322
)


8,221Income tax expense


32,301



43,319



46,775



50,129



31,437



32,593



21,514



32,278Net income(1)

$
48,855


$
74,963


$
84,864


$
92,290


$
64,652


$
66,681


$
53,693


$
55,586     (1)
    
    The financial results for the three months ended
    December 31, 2008 include an impairment loss on the NCDEX
    cost method investment of $15.7 million, which was recorded
    as other expense. For additional information, refer to
    note 6 to our consolidated financial statements and related
    notes, which are included 76




---



##### Table of Contents



elsewhere in this Annual Report on
    Form 10-K.
    Excluding this charge, net of taxes, our consolidated net income
    for the three months ended December 31, 2008 would have
    been $60.1 million. See also
     Non-GAAP Financial Measures below.(2)
    
    The financial results for the three months ended September, 2008
    include the results of Creditex for the period from
    September 1, 2008 to September 30, 2008, following the
    acquisition of Creditex on August 29, 2008.(3)
    
    The financial results for the three months ended June 30,
    2007 include $10.9 million in CBOT merger-related
    transaction costs, or $7.1 million after tax.(4)
    
    The financial results for the three months ended March 31,
    2007 include the results of ICE Futures U.S. for the period from
    January 13, 2007 to March 31, 2007 and also include a
    gain of $9.3 million, or $5.8 million after tax,
    relating to the sale our former open-outcry disaster recovery
    site in London.  Liquidity
    and Capital Resources
    Cash
    and Cash Equivalents, Short-Term and Long-Term Investments and
    Short-Term and Long-Term Restricted Cash
  Form 10-K
  Accounting for Certain
    Investments in Debt and Equity Securities.
   77




---



##### Table of Contents



Cash
    Flow
    Year Ended December 31,2008


2007


2006(In thousands)Net cash provided by (used in):Operating activities

$
375,112


$
287,781


$
150,689Investing activities


(69,746
)


(637,388
)


(27,628
)Financing activities


(141,119
)


264,759



58,339Effect of exchange rate changes


(322
)


188



2,855Net increase (decrease) in cash and cash equivalents

$
163,925


$
(84,660
)

$
184,255   Operating
    Activities
    Investing
    Activities
   78




---



##### Table of Contents



Financing
    Activities
    Loan
    Agreements
  Form 10-K.
   79




---



##### Table of Contents



364-day
  Future
    Capital Requirements
      Off-Balance
    Sheet Entities
   80




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess than








AfterTotal


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Contractual Obligations:Long-term debt and interest

$
397,471


$
57,837


$
320,743


$
18,891


$
Russell licensing agreement


107,159



14,400



38,016



54,743



Operating and capital leases


72,125



15,737



28,649



22,238



5,501Other liabilities


48,266



24,766



18,500



2,000



3,000Total contractual cash obligations

$
625,021


$
112,740


$
405,908


$
97,872


$
8,501       Non-GAAP Financial
    Measures
  Form 10-K,
   81




---



##### Table of Contents



OTCConsolidated


SegmentYear Ended


Three Months


Year EndedDecember 31,


Ended


December 31,2008


December 31, 2008


2008(In thousands, except per share amounts)Net income

$
300,972


$
48,855


$
92,879Add: NCDEX impairment charge


15,700



15,700



15,700Less: Income tax benefit of NCDEX impairment charge


(4,477
)


(4,477
)


(4,477
)Adjusted net income

$
312,195


$
60,078


$
104,102Earnings per common share on net income:Basic

$
4.23


$
0.68Diluted

$
4.17


$
0.67Adjusted earnings per common share on adjusted net income:Adjusted basic

$
4.39


$
0.83Adjusted diluted

$
4.33


$
0.82Weighted average common shares outstanding:Basic


71,184



72,280Diluted


72,164



73,465   Recently
    Adopted Accounting Pronouncements
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an Amendment of FASB Statement
    No. 115
  New
    Accounting Pronouncements
  Business Combinations
 82




---



##### Table of Contents



Noncontrolling Interests in Consolidated Financial
    Statements-an amendment of ARB No. 51
  Critical
    Accounting Policies
  Form 10-K.
      Goodwill
    and Other Identifiable Intangible Assets
   83




---



##### Table of Contents



Goodwill and Other Intangible
    Assets
      Accounting for the Impairment or
    Disposal of Long-Lived Assets
  and/or
    Capitalized
    Software Development Costs
  98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use.
 84




---



##### Table of Contents



Form 10-K.
  ITEM 7(A).
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate Risk
      Foreign
    Currency Exchange Rate Risk
     85




---



##### Table of Contents



Impact of
    Inflation
   86




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageIntercontinentalExchange, Inc. and Subsidiaries:Report of Management on Internal Control over
    Financial Reporting


88Report of Independent Registered Public
    Accounting Firm on Internal Control over Financial Reporting


89Report of Independent Registered Public
    Accounting Firm on Financial Statements


91Consolidated Balance Sheets as of
    December 31, 2008 and 2007


92Consolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


93Consolidated Statements of Changes in
    Shareholders Equity for the years ended December 31,
    2008, 2007 and 2006


94Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2008, 2007 and 2006


95Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


96Notes to Consolidated Financial Statements


97   87




---



##### Table of Contents



REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING  Form 10-K. Form 10-K
  Rule 13a-15(f)
      Internal Control  Integrated
    Framework
      /s/  Jeffrey
    C. Sprecher

/s/  Scott
    A. HillJeffrey C. Sprecher
    Chairman of the Board and
    Chief Executive Officer

Scott A. Hill
    Senior Vice President,
    Chief Financial OfficerFebruary 11, 2009

February 11, 2009  88




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
    CONTROL OVER FINANCIAL REPORTING                89




---



##### Table of Contents



90




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
    FINANCIAL STATEMENTS  
            
  
 91




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
 Consolidated
    Balance Sheets(In thousands, except per share amounts) December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
283,522


$
119,597Short-term restricted cash


30,724



19,624Short-term investments


3,419



140,955Customer accounts receivable, net of allowance for doubtful
    accounts of $1,400 and $370 at December 31, 2008 and 2007,
    respectively


81,248



52,018Margin deposits and guaranty funds


12,117,820



792,052Prepaid expenses and other current assets


35,855



17,848Total current assets


12,552,588



1,142,094Property and equipment, net


88,952



63,524Other noncurrent assets:Goodwill


1,434,816



1,009,687Other intangible assets, net


728,855



537,722Long-term restricted cash


105,740



3,000Cost method investments


32,724



38,778Other noncurrent assets


15,906



1,540Total other noncurrent assets


2,318,041



1,590,727Total assets

$
14,959,581


$
2,796,345LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
49,663


$
27,811Accrued salaries and benefits


41,096



23,878Current portion of licensing agreement


12,686



10,572Current portion of long-term debt


46,875



37,500Income taxes payable


17,708



11,687Margin deposits and guaranty funds


12,117,820



792,052Current portion of unearned government grant


8,737



1,748Other current liabilities


17,057



5,713Total current liabilities


12,311,642



910,961Noncurrent liabilities:Noncurrent deferred tax liability, net


194,301



108,739Long-term debt


332,500



184,375Noncurrent portion of licensing agreement


82,989



89,645Long-term unearned government grant






8,737Other noncurrent liabilities


24,901



17,032Total noncurrent liabilities


634,691



408,528Total liabilities


12,946,333



1,319,489Commitments and contingenciesMinority interest


5,949



Redeemable stock put


1,068



SHAREHOLDERS EQUITY:Preferred stock, $0.01 par value; 25,000 shares
    authorized; no shares issued or outstanding at December 31,
    2008 and 2007






Common stock, $0.01 par value; 194,275 shares
    authorized; 76,502 and 70,963 shares issued at
    December 31, 2008 and 2007, respectively; 72,364 and
    69,711 shares outstanding at December 31, 2008 and
    2007, respectively


765



710Treasury stock, at cost; 4,138 and 1,252 shares at
    December 31, 2008 and 2007, respectively


(355,520
)


(30,188
)Additional paid-in capital


1,608,344



1,043,971Retained earnings


732,752



431,708Accumulated other comprehensive income


19,890



30,655Total shareholders equity


2,006,231



1,476,856Total liabilities and shareholders equity

$
14,959,581


$
2,796,345    92




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
 Consolidated Statements of Income
 (In thousands, except per share amounts)
  Year Ended December 31,2008


2007


2006Revenues:Transaction and clearing fees, net (including $13,657 with
    related-parties
    in 2006)

$
693,229


$
490,358


$
273,629Market data fees (including $412 with related-parties in 2006)


102,944



70,396



34,236Other (including $680, $1,729 and $1,984 with related-parties in
    2008, 2007 and 2006, respectively)


16,905



13,539



5,934Total revenues


813,078



574,293



313,799Operating expenses:Compensation and benefits


159,792



101,397



49,750Professional services


29,705



23,047



11,395Patent royalty






1,705



9,039CBOT merger-related transaction costs






11,121



Selling, general and administrative


67,800



50,759



25,266Depreciation and amortization


62,247



32,701



13,714Total operating expenses


319,544



220,730



109,164Operating income


493,534



353,563



204,635Other income (expense):Interest and investment income


11,536



11,865



8,565Interest expense


(19,573
)


(18,641
)


(231
)Other income (expense), net


(12,001
)


11,647



(426
)Total other income (expense), net


(20,038
)


4,871



7,908Income before income taxes


473,496



358,434



212,543Income tax expense


172,524



117,822



69,275Net income

$
300,972


$
240,612


$
143,268Earnings per common share:Basic

$
4.23


$
3.49


$
2.54Diluted

$
4.17


$
3.39


$
2.40Weighted average common shares outstanding:Basic


71,184



68,985



56,474Diluted


72,164



70,980



59,599    93




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and SubsidiariesConsolidated Statements of Changes in
    Shareholders Equity(In thousands)
  Accumulated OtherClass A


Class A














Comprehensive IncomeCommon


Common

















Net Unrealized Gain (Loss) fromCommon


Stock,


Stock,








Additional


Deferred





Foreign


Available-


Net


TotalStock


Series 1


Series 2


Treasury Stock


Paid-in


Stock


Retained


Currency


For-Sale


Investment


ShareholdersShares


Value


Shares


Value


Shares


Value


Shares


Value


Capital


Compensation


Earnings


Translation


Securities


Hedges


EquityBalance, January 1, 2006


18,400


$
184



2,863


$
29



35,782


$
358



(1,534
)

$
(5,541
)

$
177,602


$
(6,899
)

$
47,911


$
21,338


$
91


$
(2,450
)

$
232,623Other comprehensive income (loss)














































8,525



(93
)






8,432Exercise of common stock options


2,407



24











103



1



(3
)


(188
)


21,981























21,818Reversal of deferred stock compensation in connection with
    adoption of SFAS No. 123(R)


































(6,899
)


6,899



















Conversion of Class A common stock, Series 1 and
    Series 2 into common stock


38,748



388



(2,863
)


(29
)


(35,885
)


(359
)


































Treasury shares received for restricted stock and stock option
    tax payments


























(69
)


(4,765
)


























(4,765
)Stock-based compensation


































9,489























9,489Issuance of restricted stock


16























135



746



(746
)






















Tax benefits from stock option plans


































43,313























43,313Issuance of common stock


25































290























290Net income










































143,268















143,268Balance, December 31, 2006


59,596



596



















(1,471
)


(9,748
)


245,030







191,179



29,863



(2
)


(2,450
)


454,468Other comprehensive income














































3,183



61







3,244Exercise of common stock options


1,044



11



















(4
)


(472
)


9,920























9,459Issuance of shares for acquisitions


10,303



103



























707,560























707,663Treasury shares received during acquisition


























(1
)


(197
)


























(197
)Treasury shares received for restricted stock and stock option
    tax payments


























(181
)


(24,814
)


























(24,814
)Stock-based compensation


































25,415























25,415Issuance of restricted stock


20























405



5,043



(5,043
)






















Tax benefits from stock option plans


































61,089























61,089Cumulative effect of adoption of FIN 48










































(83
)














(83
)Net income










































240,612















240,612Balance, December 31, 2007


70,963



710



















(1,252
)


(30,188
)


1,043,971







431,708



33,046



59



(2,450
)


1,476,856Other comprehensive loss














































(10,657
)


(108
)






(10,765
)Exercise of common stock options


397



4



















(1
)


(225
)


5,206























4,985Issuance of shares for acquisitions


4,906



49



























496,532























496,581Repurchases of common stock


























(3,220
)


(300,000
)


























(300,000
)Change in fair value of redeemable stock put










































72















72Treasury shares received for restricted stock and stock option
    tax payments


























(295
)


(45,783
)


























(45,783
)Stock-based compensation


































39,112























39,112Issuance of restricted stock


236



2



















630



20,676



(20,678
)






















Tax benefits from stock option plans


































44,201























44,201Net income










































300,972















300,972Balance, December 31, 2008


76,502


$
765






$







$




(4,138
)

$
(355,520
)

$
1,608,344


$



$
732,752


$
22,389


$
(49
)

$
(2,450
)

$
2,006,231    94




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Consolidated
    Statements of Comprehensive Income
 (In
    thousands)
  Year Ended December 31,2008


2007


2006Net income

$
300,972


$
240,612


$
143,268Other comprehensive income:Foreign currency translation adjustments, net of tax of
    ($1,677), $655 and $830 for the years ended December 31,
    2008, 2007 and 2006, respectively


(10,657
)


3,183



8,525Change in available-for-sale securities, net of tax of ($39),
    $22 and ($34) for the years ended December 31, 2008, 2007
    and 2006, respectively


(108
)


61



(93
)Comprehensive income

$
290,207


$
243,856


$
151,700    95




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
 (In
    thousands)
  Year Ended December 31,2008


2007


2006Operating activitiesNet income

$
300,972


$
240,612


$
143,268Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


62,247



32,701



13,714Gain on disposal of assets






(9,268
)


Amortization of debt issuance costs


1,644



698



147Allowance for doubtful accounts


530



(615
)


724Loss on impairment of NCDEX


15,700







Net realized gains on sales of available-for-sale investments


(47
)


(171
)


(882
)Stock-based compensation


36,382



23,595



8,825Minority interest


55







Deferred taxes


(16,986
)


(3,222
)


(5,345
)Excess tax benefits from stock-based compensation


(44,080
)


(60,812
)


(40,996
)Changes in assets and liabilities:Customer accounts receivable:Trade, net


(15,159
)


(4,919
)


(19,397
)Related-parties


777



(329
)


1,325Prepaid expenses and other current assets


(3,051
)


(2,359
)


(4,310
)Noncurrent assets


1,029



1,267



(510
)Income taxes payable


58,023



74,003



37,791Accounts payable, accrued salaries and benefits, and other
    accrued liabilities


(22,924
)


(3,400
)


16,335Total adjustments


74,140



47,169



7,421Net cash provided by operating activities


375,112



287,781



150,689Investing activitiesCapital expenditures


(30,484
)


(30,999
)


(12,377
)Capitalized software development costs


(18,328
)


(12,267
)


(7,438
)Cash paid for acquisitions, net of cash acquired


(44,606
)


(480,114
)


Purchase of intangible assets






(61,099
)


Proceeds from sale of assets






13,269



Cost method investment


(2,385
)


(40
)


(36,937
)Proceeds from sales of available-for-sale investments


236,935



272,771



346,090Purchases of available-for-sale investments


(102,567
)


(332,357
)


(309,227
)Capitalized acquisition costs


(2,210
)


(121
)


(4,124
)Increase in restricted cash


(106,101
)


(6,431
)


(3,615
)Net cash used in investing activities


(69,746
)


(637,388
)


(27,628
)Financing activitiesExcess tax benefits from stock-based compensation


44,080



60,812



40,996Net proceeds from issuance of common stock










290Proceeds from credit facilities


195,000



250,000



Repayments of credit facilities


(37,500
)


(28,125
)


Issuance costs for credit facilities


(1,519
)


(2,375
)


Payments relating to treasury shares received for restricted
    stock and stock option tax payments and exercises


(46,008
)


(25,484
)


(4,953
)Repurchases of common stock


(300,000
)






Payments on capital lease obligations


(382
)






Proceeds from exercise of common stock options


5,210



9,931



22,006Net cash provided by (used in) financing activities


(141,119
)


264,759



58,339Effect of exchange rate changes on cash and cash equivalents


(322
)


188



2,855Net increase (decrease) in cash and cash equivalents


163,925



(84,660
)


184,255Cash and cash equivalents, beginning of year


119,597



204,257



20,002Cash and cash equivalents, end of year

$
283,522


$
119,597


$
204,257Supplemental cash flow disclosureCash paid for income taxes

$
129,879


$
54,255


$
38,279Cash paid for interest

$
10,963


$
14,586


$
86Supplemental noncash investing and financing activitiesCommon stock and vested stock options issued for acquisitions

$
499,768


$
707,663


$
    96




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes
    to Consolidated Financial Statements
  1.
    Nature of
    Business and Organization             97




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Use of
    Estimates
    Minority
    Interest
    Segment
    and Geographic Information
    Cash
    and Cash Equivalents
   98




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restricted
    Cash
    Short-Term
    and Long-Term Investments
  Accounting for Certain Investments in Debt and Equity
    Securities.
    Cost
    Method Investments
    Margin
    Deposits and Guaranty Funds
    Property
    and Equipment
   99




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Software
    Development Costs
  98-1, Accounting for Costs of Computer Software Developed or
    Obtained for Internal Use.
  Goodwill
    and Indefinite-Lived Intangible Assets
    Disclosures about Segments of an
    Enterprise and Related Information Goodwill and Other Intangible
    Assets
    Intellectual
    Property
   100




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Impairment
    of Long-Lived Assets and Finite-Lived Intangible
    Assets
    Income
    Taxes
    Revenue
    Recognition
       101




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Sources
    of Supplies
    Credit
    Risk and Significant Customers
        Stock-Based
    Compensation
  Share-Based Payment
   102




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Earnings
    Per Common Share
    Treasury
    Stock
    Fair
    Value of Financial Instruments
     103




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Foreign
    Currency Translation Adjustments and Foreign Currency
    Transaction Gains and Losses
  Foreign Currency
    Translation
        Marketing
    and Promotional Fees
    Recently
    Adopted Accounting Pronouncements
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an Amendment of FASB Statement
    No. 115
 104




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    New
    Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements-an amendment of ARB No. 51
  3.
    Acquisitions  Creditex
    Acquisition
   105




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash paid to Creditex stockholders

$
48,684Fair value of the Companys common stock and vested stock
    options issued


475,197Excess working capital


6,188Transaction costs


5,326Total purchase price

$
535,395       Cash and cash equivalents and short-term investments

$
45,913Other current assets


35,795Property and equipment


5,368Goodwill


380,080Identifiable intangible assets


215,400Other noncurrent assets


20,896Current liabilities


(55,510
)Deferred tax liabilities on identifiable intangible assets


(99,110
)Other long-term liabilities and minority interests


(13,437
)Total purchase price allocation

$
535,395       Accumulated


Net BookIntangible Asset

Fair Value


Amortization


Value


Useful LifeCustomer relationships

$
184,000


$
3,534


$
180,466


12 yearsNon-compete agreements


15,100



2,990



12,110


1-1.75 yearsDeveloped technology


13,700



1,476



12,224


5 yearsTrade names


2,600



433



2,167


2 yearsTotal

$
215,400


$
8,433


$
206,967  106




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 31,2008


2007Revenues

$
933,584


$
733,634Net Income

$
286,841


$
225,924Earnings per common share  Basic

$
3.77


$
3.06Earnings per common share  Diluted

$
3.72


$
2.95   ICE
    Futures U.S. Acquisition
    Cash paid to ICE Futures U.S. members

$
400,000Fair value of the Companys common stock issued


706,663Excess working capital


2,109Transaction costs


14,670Total purchase price

$
1,123,442      107




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash and cash equivalents and short-term investments

$
39,945Margin deposits and guaranty funds


784,385Other current assets


14,993Property and equipment


16,149Goodwill


890,573Identifiable intangible assets


327,500Other noncurrent assets


24,658Accounts payable and other accrued liabilities


(37,985
)Accrued restructuring costs


(14,366
)Margin deposits and guaranty funds


(784,385
)Deferred tax liabilities


(114,108
)Other long-term liabilities


(23,917
)Total purchase price allocation

$
1,123,442       Accumulated


Net BookIntangible Asset

Fair Value


Amortization


Value


Useful LifeAgriculture and soft commodity trading products

$
195,200


$



$
195,200


IndefiniteFinancial trading products


14,400



1,003



13,397


20 yearsCustomer relationships


29,700



4,030



25,670


17-20 yearsTechnology


7,900



5,178



2,722


3 yearsNon-compete agreements


12,000



7,894



4,106


2-5 yearsDCM/DCO designation


68,300







68,300


IndefiniteTotal

$
327,500


$
18,105


$
309,395    108




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Reserve balance, January 12, 2007

$
11,040Increase in reserve


3,326Cost applied against the reserve


(11,761
)Reserve balance, December 31, 2007


2,605Cost applied against the reserve


(2,605
)Reserve balance, December 31, 2008

$
   Other
    Acquisitions
         109




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      4.
    Short-Term
    and Long-Term Restricted Cash           110




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Short-Term
    and Long-Term Investments    Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueForeign government securities

$
143


$
1


$



$
144U.S. Treasury securities


1,997











1,997Equity securities


8







2



6Corporate bonds


1,320







48



1,272Municipal bonds


3,065











3,065Total

$
6,533


$
1


$
50


$
6,484     Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueGovernment securities

$
418


$



$
1


$
417Corporate bonds


28,757



106



46



28,817Municipal bonds


111,721











111,721Total

$
140,896


$
106


$
47


$
140,955     EstimatedFairValueMaturities:Due within 1 year

$
3,107Due within 1 year to 5 years


312Due within 5 years to 10 years


Due after 10 years


3,065Total

$
6,484    111




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Cost
    Method Investments and Impairment of NCDEX       112




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    7.
    Property
    and Equipment    December 31,


Depreciation2008


2007


Period(In thousands)


(In years)Computer and network equipment

$
64,398


$
46,393



3Software and internally developed software


94,733



70,336



3Office furniture and equipment


12,830



11,707



5Leasehold improvements


27,028



14,492



7198,989



142,928Less accumulated depreciation and amortization


(110,037
)


(79,404
)Property and equipment, net

$
88,952


$
63,524       8.
    Goodwill
    and Other Intangible Assets    Goodwill balance at January 1, 2007

$
79,575Acquisition of ICE Futures U.S.


890,466Other acquisitions


37,801Other activity


1,845Goodwill balance at December 31, 2007


1,009,687Acquisition of Creditex


380,080Acquisition of YellowJacket


46,961Other activity


(1,912
)Goodwill balance at December 31, 2008

$
1,434,816    113




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      December 31,2008


2007


Useful Life(In thousands)


(In years)Customer relationships

$
249,409


$
62,709



4 to 20Russell licensing rights


149,796



149,796



7Trading products with finite lives


14,400



14,400



20Non-compete agreements


31,402



15,502



1 to 5Technology


31,580



9,383



3 to 11Other


2,585



665



2 to 5479,172



252,455Less accumulated amortization


(45,516
)


(15,754
)Total finite-lived intangible assets, net


433,656



236,701Trading products with indefinite-lives


212,684



216,858DCM/DCO designation for ICE Futures U.S.


68,300



68,300Other


14,215



15,863Total other indefinite-lived intangible assets


295,199



301,021Total other intangible assets, net

$
728,855


$
537,722       2009

$
63,3542010


55,8602011


54,6422012


53,0682013


52,377Thereafter


154,355$
433,656  114




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Credit
    Facilities        364-day
 115




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    10.
    Shareholders
    Equity  Stock
    Option Plans
      Weighted AverageNumber of


Exercise Price perOptions


OptionOutstanding at January 1, 2006


4,787,418


$
9.51Granted


170,654



100.38Exercised


(2,510,481
)


8.80Forfeited


(142,683
)


8.49Outstanding at December 31, 2006


2,304,908



17.05Granted


108,126



180.63Exercised


(1,043,734
)


9.51Forfeited


(10,213
)


10.79Outstanding at December 31, 2007


1,359,087



35.91Granted


1,534,390



31.28Exercised


(397,255
)


13.05Forfeited


(32,807
)


26.94Outstanding at December 31, 2008


2,463,415



36.83  116




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Weighted Average

AggregateWeighted Average

Remaining

IntrinsicNumber of Options

Exercise Price

Contractual Life

Value(Years)

(In thousands)Vested or expected to vest


2,281,687


$
34.68



6.94


$
118,308Exercisable


1,675,337


$
24.35



6.32


$
101,377       Weighted AverageOptions


Remaining


OptionsExercise Price

Outstanding


Contractual Life


Exercisable(Years)$  4.19 -  12.00


878,429



5.3



874,94417.57 -  35.08


851,398



7.3



627,49845.84 -  81.25


499,820



9.2



48,320104.23 - 138.80


138,200



8.0



91,106156.78 - 189.43


95,568



8.9



33,469Total


2,463,415



7.1



1,675,337         Year Ended December 31,Assumptions

2008


2007


2006Risk-free interest rate


2.13
%


3.8
%


4.6
%Expected life in years


1.7



6



6Expected volatility


52
%


49
%


49
%Expected dividend yield


0
%


0
%


0
%Estimated weighted-average fair value of options granted per
    share

$
64.65


$
92.58


$
53.06  117




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Restricted
    Stock Plans
      catch-up
     118




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
         119




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Number of


Weighted AverageRestricted


Grant-Date FairStock Shares


Value per ShareNonvested at January 1, 2006


1,271,474


$
9.01Granted


349,521



89.29Vested


(213,391
)


(9.78
)Forfeited


(68,535
)


(8.31
)Nonvested at December 31, 2006


1,339,069



29.87Granted


199,159



165.27Vested


(268,998
)


(21.91
)Forfeited


(32,276
)


(38.09
)Nonvested at December 31, 2007


1,236,954



53.19Granted


857,265



84.80Vested


(898,927
)


(26.58
)Forfeited


(30,694
)


(103.62
)Nonvested at December 31, 2008


1,164,598



95.67     Treasury
    Stock
    Stock
    Repurchase Program
   120




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Redeemable
    Stock Put
      11.
    Income
    Taxes    Year Ended December 31,2008


2007


2006Current tax expense:Domestic

$
140,233


$
72,623


$
44,576Foreign


49,277



48,144



30,359189,510



120,767



74,935Deferred tax expense (benefit):Domestic


(11,609
)


(4,393
)


(2,370
)Foreign


(5,377
)


1,448



(3,290
)(16,986
)


(2,945
)


(5,660
)Total tax expense

$
172,524


$
117,822


$
69,275  121




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2008


2007Deferred tax assets:Deferred and stock-based compensation

$
10,998


$
7,478Accrued expenses


12,119



9,904Tax credits


7,130



8,446NOL carryforward


4,209



1,888NCDEX impairment


4,477



Other


5,765



3,398Total


44,698



31,114Valuation allowance


(5,078
)


(2,718
)Total deferred tax assets, net of valuation allowance


39,620



28,396Deferred tax liabilities:Property and equipment


(5,748
)


(6,772
)Acquired intangibles


(213,358
)


(122,642
)Other


(2,429
)


(2,813
)Total deferred tax liabilities


(221,535
)


(132,227
)Net deferred tax liabilities


(181,915
)


(103,831
)Net current deferred tax assets


7,909



4,908Net noncurrent deferred tax liabilities

$
(189,824
)

$
(108,739
)       Year EndedDecember 31,2008


2007


2006Statutory federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal benefit


3.2



2.0



1.1Tax credits


(1.1
)


(2.2
)


(0.2
)Foreign tax rate differential


(2.5
)


(2.3
)


(3.2
)Other


1.8



0.4



(0.1
)Total provision for income taxes


36.4
%


32.9
%


32.6
%  122




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Income Taxes-Special
    Areas
   123




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Balance at January 1, 2007

$
13,173Additions based on tax positions related to current year


2,570Additions based on tax positions in prior years


1,659Reductions based on tax positions related to current year


(3,365
)Reductions based on tax positions of prior years


(80
)Reductions resulting from statute of limitation lapses


(1,894
)Settlements


(100
)Balance at December 31, 2007


11,963Additions related to acquisitions


5,217Additions based on tax positions related to current year


1,409Additions based on tax positions in prior years


117Reductions based on tax positions related to current year


(370
)Reductions based on tax positions of prior years


(2,473
)Reductions resulting from statute of limitation lapses


(193
)Balance at December 31, 2008

$
15,670   Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
    12.
    Related-Parties   124




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    13.
    Unearned
    Government Grant    14.
    Clearing
    Organizations    Guarantors Accounting and Disclosure Requirements for
    Guarantees, Including Indirect Guarantees of Indebtedness of
    Others an interpretation of FASB Statements No. 5, 57, and
    107 and rescission of FASB interpretation No. 34
 125




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
             126




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    ICE Clear U.S.


ICE Clear Europe


ICE Clear Canada


TotalOriginal margin

$
1,815,532


$
9,872,269


$
11,023


$
11,698,824Variation margin


11,325











11,325Guaranty Fund


22,914



381,877



2,880



407,671Total

$
1,849,771


$
10,254,146


$
13,903


$
12,117,820     ICE Clear U.S.


ICE Clear Canada


TotalOriginal margin

$
774,593


$
6,936


$
781,529Variation margin


7,895







7,895Guaranty Fund


1,768



860



2,628Total

$
784,256


$
7,796


$
792,052          127




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      U.S.Government


MoneySecurities at


MarketFace Value


Mutual FundOriginal margin

$
8,238,542


$
580,906Guaranty Fund


137,596



24,622Total

$
8,376,138


$
605,528     GovernmentSecurities at


LettersFace Value


of CreditOriginal margin

$
4,803,718


$
1,270,000Guaranty Fund


1,000



Total

$
4,804,718


$
1,270,000     CanadianGovernmentSecurities at


LettersFace Value


of CreditOriginal margin

$
55,842


$
5,311Guaranty Fund


22,611



Total

$
78,453


$
5,311  128




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    U.S.Government


MoneySecurities at


MarketFace Value


Mutual FundOriginal margin

$
3,139,010


$
834,310Guaranty Fund


94,443



Total

$
3,233,453


$
834,310     CanadianGovernmentSecurities at


LettersFace Value


of CreditOriginal margin

$
40,897


$
18,925Guaranty Fund


17,751



Total

$
58,648


$
18,925    129




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  15.
    Commitments
    and Contingencies  Leases
    2009

$
15,5252010


14,3452011


14,1982012


12,7092013


9,529Thereafter


5,500$
71,806     Russell
    Licensing Agreement
       130




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Patent
    Licensing Agreement
    Employment
    Agreements
    Legal
    Proceedings
  and/or
 131




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      16.
    Employee
    Benefit Plans          17.
    CBOT
    Merger-Related Transaction Costs    18.
    Segment
    Reporting   132




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      MarketOTC


Futures


DataBusiness


Business


BusinessSegment


Segment


Segment


Total(In thousands)Year ended December 31, 2008:Revenues from external customers

$
396,351


$
362,194


$
54,533


$
813,078Intersegment revenues


41,199



5,746



33,432



80,377Depreciation and amortization


48,651



13,472



124



62,247Interest and investment income


2,828



8,045



663



11,536Interest expense


13,219



6,354







19,573Income tax expense


61,622



84,017



26,885



172,524Net income


92,879



156,343



51,750



300,972Total assets


2,307,685



12,633,541



18,355



14,959,581Capital expenditures and software development costs


35,473



13,121



218



48,812Goodwill and other intangibles, net


2,021,201



142,470







2,163,671Net cash provided by operating activities


176,445



110,182



88,485



375,112   Geographic
    areas:
  EuropeanUnion andUnited States


Canada


Total(In thousands)Year ended December 31, 2008:Revenues

$
565,028


$
248,050


$
813,078As of December 31, 2008:Property and equipment, net


74,488



14,464



88,952Goodwill and other intangibles, net


2,163,671







2,163,671  133




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    MarketOTC


Futures


DataBusiness


Business


BusinessSegment


Segment


Segment


Total(In thousands)Year ended December 31, 2007:Revenues from external customers

$
241,803


$
289,333


$
43,157


$
574,293Intersegment revenues


32,311



3,754



19,079



55,144Depreciation and amortization


26,286



6,386



29



32,701Interest and investment income


5,589



5,747



529



11,865Interest expense


15,658



2,983







18,641Income tax expense


33,907



64,005



19,910



117,822Net income


79,199



126,024



35,389



240,612Total assets


1,654,133



1,122,279



19,933



2,796,345Capital expenditures and software development costs


38,044



5,051



171



43,266Goodwill and other intangibles, net


1,397,696



149,713







1,547,409Net cash provided by operating activities


115,541



120,249



51,991



287,781   Geographic
    areas:
  EuropeanUnion andUnited States


Canada


Total(In thousands)Year ended December 31, 2007:Revenues

$
376,012


$
198,281


$
574,293As of December 31, 2007:Property and equipment, net


60,874



2,650



63,524Goodwill and other intangibles, net


1,547,409







1,547,409  134




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    MarketOTC


Futures


DataBusiness


Business


BusinessSegment


Segment


Segment


Total(In thousands)Year ended December 31, 2006:Revenues from external customers

$
168,743


$
127,024


$
18,032


$
313,799Intersegment revenues


26,704



4,404



11,123



42,231Depreciation and amortization


11,671



2,031



12



13,714Interest and investment income


6,067



2,402



96



8,565Interest expense


231











231Income tax expense


33,858



28,089



7,328



69,275Net income


77,494



52,164



13,610



143,268Total assets


414,193



71,972



7,046



493,211Capital expenditures and software development costs


18,068



1,678



69



19,815Goodwill and other intangibles, net


81,126











81,126Net cash provided by operating activities


68,884



64,730



17,075



150,689   Geographic
    areas:
  EuropeanUnited States


Union


Total(In thousands)Year ended December 31, 2006:Revenues

$
178,100


$
135,699


$
313,799As of December 31, 2006:Property and equipment, net


21,820



4,460



26,280Goodwill and other intangibles, net


81,126







81,126    135




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  19.
    Earnings
    Per Common Share    Years Ended December 31,2008


2007


2006Basic:Net income

$
300,972


$
240,612


$
143,268Weighted average common shares outstanding


71,184



68,985



56,474Basic earnings per common share

$
4.23


$
3.49


$
2.54Diluted:Weighted average common shares outstanding


71,184



68,985



56,474Effect of dilutive securities:Stock options and restricted stock


980



1,995



3,125Diluted weighted average common shares outstanding


72,164



70,980



59,599Diluted earnings per common share

$
4.17


$
3.39


$
2.40    136




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##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  20.
    Quarterly
    Financial Data (Unaudited)    1st

    Qtr(a)


2nd

    Qtr(b)


3rd

    Qtr


4th

    Qtr(c)Year Ended December 31, 2008Revenues

$
207,214


$
197,160


$
201,444


$
207,260Operating income


144,280



132,785



119,142



97,327Net income


92,290



84,864



74,963



48,855Earnings per common share(d):Basic

$
1.31


$
1.20


$
1.05


$
0.68Diluted

$
1.29


$
1.19


$
1.04


$
0.67Year Ended December 31, 2007Revenues

$
126,608


$
136,654


$
151,735


$
159,296Operating income


79,643



76,529



100,864



96,527Net income


55,586



53,693



66,681



64,652Earnings per common share(d):Basic

$
0.82


$
0.78


$
0.96


$
0.93Diluted

$
0.80


$
0.75


$
0.93


$
0.90     (a)
    
    The Company recognized a net gain on disposal of an asset of
    $9.3 million during the first quarter of 2007 (Note 7).(b)
    
    The Company recognized $11.1 million in CBOT merger-related
    transaction costs during the second quarter of 2007
    (Note 17).(c)
    
    The Company recognized an impairment loss on the NCDEX cost
    method investment of $15.7 million during the fourth
    quarter of 2008 (Note 6).(d)
    
    The annual earnings per common share may not equal the sum of
    the individual quarters earnings per common share due to
    rounding. 137




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9(A).
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
  Changes in Internal Controls over Financial
    Reporting.
  Managements Annual Report on Internal Control
    over Financial Reporting and the Attestation Report of the
    Independent Registered Public Accounting
    Firm. Form 10-K.
  ITEM 9(B).
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Regulation S-K Form 10-K, Form 10-K Regulation S-K), Regulation S-K), Regulation S-K) Regulation S-K),
  Code of
    Ethics
  Regulation S-K,
 138




---



##### Table of Contents



www.theice.com
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Regulation S-K)
 ITEM 14.  PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Documents Filed as Part of this Report.
  Financial Statements
  Form 10-K.
  
    Consolidated Balance Sheets as of December 31, 2008 and
    2007.
    Consolidated Statements of Income for the years ended
    December 31, 2008, 2007 and 2006.
    Consolidated Statements of Changes in Shareholders Equity
    for the years ended December 31, 2008, 2007 and 2006. 139




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##### Table of Contents




    Consolidated Statements of Comprehensive Income for the years
    ended December 31, 2008, 2007 and 2006.
    Consolidated Statements of Cash Flows for the years ended
    December 31, 2008, 2007 and 2006.
    Notes to Consolidated Financial Statements.  Financial Statement Schedules
    Exhibits
    Exhibits
   140




---



##### Table of Contents



SIGNATURES    
   By:
    /s/  
    Jeffrey C. Sprecher     Form 10-K
    Signatures

Title

Date/s/  Jeffrey
    C. SprecherJeffrey
    C. Sprecher

Chairman of the Board and Chief
    Executive Officer
    (principal executive officer)

February 11, 2009/s/  Scott
    A. HillScott
    A. Hill

Senior Vice President,
    Chief Financial Officer
    (principal financial
    and accounting officer)

February 11, 2009/s/  Charles
    R. CrispCharles
    R. Crisp

Director

February 11, 2009/s/  Fredrick
    W. HatfieldFredrick
    W. Hatfield

Director

February 11, 2009/s/  Jean-Marc
    ForneriJean-Marc
    Forneri

Director

February 11, 2009/s/  Terrence
    F. MartellTerrence
    F. Martell

Director

February 11, 2009/s/  Sir
    Robert ReidSir
    Robert Reid

Director

February 11, 2009 141




---



##### Table of Contents



Signatures

Title

Date/s/  Frederic
    V. SalernoFrederic
    V. Salerno

Director

February 11, 2009/s/  Fred
    W. SchoenhutFred
    W. Schoenhut

Director

February 11, 2009/s/  Judith
    A. SprieserJudith
    A. Sprieser

Director

February 11, 2009/s/  Vincent
    TeseVincent
    Tese

Director

February 11, 2009  142




---



##### Table of Contents



FINANCIAL
    STATEMENT SCHEDULE
  INTERCONTINENTALEXCHANGE,
    INC. AND SUBSIDIARIES
 SCHEDULE II 
    CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2008, 2007 and 2006  AdditionsBalance at


Charged toBeginning of


Costs and





Balance atDescription

Year


Expenses(1)


Deductions(2)


End of Year(In thousands)Year Ended December 31, 2008:Allowance for doubtful accounts

$
370


$
2,019


$
(989
)

$
1,400Deferred income tax valuation allowance

$
2,718


$
2,360


$



$
5,078Year Ended December 31, 2007:Allowance for doubtful accounts

$
985


$
199


$
(814
)

$
370Deferred income tax valuation allowance

$



$
2,718


$



$
2,718Year Ended December 31, 2006:Allowance for doubtful accounts

$
261


$
1,034


$
(310
)

$
985     (1)
    
    Additions charged to costs and expenses for the allowance for
    doubtful accounts are based on our historical collection
    experiences and managements assessment of the
    collectibility of specific accounts. Additions to the deferred
    income tax valuation allowance relate to state research and
    development tax credits and foreign net operating loss
    carryforwards which the Company does not expect to realize. This
    column also includes the foreign currency translation
    adjustments.(2)
    
    Deductions represent the write-off of uncollectible receivables,
    net of recoveries. 143




---



##### Table of Contents



INDEX TO
    EXHIBITS    ExhibitNumber



Description of Document2
.1



Agreement and Plan of Merger by and among
    IntercontinentalExchange, Inc., Columbia Merger Corporation,
    Creditex Group Inc. and TA Associates, Inc. dated June 3,
    2008 (incorporated by reference to Exhibit 10.1 to
    ICEs Quarterly Report on
    Form 10-Q,
    filed with the SEC on August 4, 2008, File
    No. 001-32671).2
.2



Amendment to Agreement and Plan of Merger, dated as of
    August 26, 2008, to the Agreement and Plan of Merger, dated
    as of June 3, 2008, by and among ICE, MergerCo, Creditex
    and the Stockholders Representative (incorporated by
    reference to Exhibit 10.1 to ICEs Current Report on
    Form 8-K,
    filed with the SEC on September 2, 2008, File
    No. 001-32671).3
.1



Fourth Amended and Restated Certificate of Incorporation of
    IntercontinentalExchange, Inc. (incorporated by reference to
    Exhibit 3.1 to ICEs Annual Report on
    Form 10-K,
    filed with the SEC on March 10, 2006, File
    No. 001-32671).3
.2



Amended and Restated Bylaws of IntercontinentalExchange, Inc.
    (incorporated by reference to Exhibit 3.1 to ICEs
    Current Report on
    Form 8-K,
    filed with the SEC on December 16, 2008, File
    No. 001-32671).10
.1



Employment Agreement, dated as of December 31, 2008,
    between IntercontinentalExchange, Inc. and Jeffrey C. Sprecher
    (incorporated by reference to Exhibit 10.1 to ICEs
    Current Report on
    Form 8-K,
    filed with the SEC on January 7, 2009, File
    No. 001-32671).10
.2



Employment Agreement, dated as of December 31, 2008,
    between Intercontinental-Exchange, Inc. and Charles A. Vice
    (incorporated by reference to Exhibit 10.2 to ICEs
    Current Report on
    Form 8-K,
    filed with the SEC on January 7, 2009, File
    No. 001-32671).10
.3



Employment Agreement, dated as of December 31, 2008,
    between Intercontinental-Exchange, Inc. and David S. Goone
    (incorporated by reference to Exhibit 10.3 to ICEs
    Current Report on
    Form 8-K,
    filed with the SEC on January 7, 2009, File
    No. 001-32671).10
.4



Employment Agreement, dated as of December 31, 2008,
    between Intercontinental-Exchange, Inc. and Edwin D. Marcial
    (incorporated by reference to Exhibit 10.4 to ICEs
    Current Report on
    Form 8-K,
    filed with the SEC on January 7, 2009, File
    No. 001-32671).10
.5



Employment Agreement dated as of December 31, 2008, between
    Intercontinental-Exchange, Inc. and Scott A. Hill (incorporated
    by reference to Exhibit 10.5 to ICEs Current Report
    on
    Form 8-K,
    filed with the SEC on January 7, 2009, File
    No. 001-32671).10
.6



IntercontinentalExchange, Inc. 2000 Stock Option Plan, as
    amended effective December 31, 2008.10
.7



IntercontinentalExchange, Inc. 2003 Restricted Stock Deferral
    Plan for Outside Directors, as amended effective
    December 31, 2008.10
.8



IntercontinentalExchange, Inc. 2004 Restricted Stock Plan, as
    amended effective December 31, 2008.10
.9



IntercontinentalExchange, Inc. 2005 Equity Incentive Plan, as
    amended effective December 31, 2008.10
.10



$500,000,000 Credit Agreement, dated as of January 12,
    2007, among IntercontinentalExchange, Inc. Wachovia Bank,
    National Association, as Administrative Agent, Bank of America,
    N.A., as Syndication Agent, and other Lenders named therein
    (incorporated by reference to Exhibit 10.1 to ICEs
    Current Report on
    Form 8-K,
    filed with the SEC on January 12, 2007, File
    No. 001-32671).10
.11



First Amendment to $500,000,000 Credit Agreement among
    IntercontinentalExchange, Inc. and Wachovia Bank, National
    Association, as Administrative Agent, Bank of America, N.A., as
    Syndication Agent, and the Lenders named therein dated as of
    August 24, 2007 (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K,
    filed with the SEC on August 30, 2007, File
    No. 001-32671). 144




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##### Table of Contents



ExhibitNumber



Description of Document10
.12



Second Amendment to $500,000,000 Credit Agreement among
    IntercontinentalExchange, Inc. and Wachovia Bank, National
    Association, as Administrative Agent, Bank of America, N.A., as
    Syndication Agent, and the Lenders named therein dated as of
    June 13, 2008 (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K,
    filed with the SEC on June 19, 2008, File
    No. 001-32671).10
.13



$150,000,000 Credit Agreement, dated as of June 27, 2008,
    among IntercontinentalExchange, Inc. Wachovia Bank, National
    Association, as Administrative Agent, Bank of America, N.A., as
    Syndication Agent, and other Lenders named therein (incorporated
    by reference to Exhibit 10.1 to ICEs Current Report
    on
    Form 8-K,
    filed with the SEC on July 3, 2008,
    File No. 001-32671).10
.14



Office Lease, dated as of June 8, 2000, as amended, between
    CMD Realty Investment Fund IV, L.P. and
    IntercontinentalExchange, LLC (incorporated by reference to
    Exhibit 10.17 to ICEs registration statement on
    Form S-1,
    filed with the SEC on June 6, 2005, File
    No. 333-123500).*10
.15



Lease Amendment Six, dated as of October 12, 2005, by and
    between CMD Realty Investment Fund IV, L.P. and
    IntercontinentalExchange, Inc. (incorporated by reference to
    Exhibit 10.27 to ICEs registration statement on
    Form S-1,
    filed with the SEC on October 14, 2005, File
    No. 333-123500).*10
.16



Lease Amendment Seven, dated as of May 12, 2006, by and
    between CMD Realty Investment Fund IV, L.P. and
    IntercontinentalExchange, Inc. (incorporated by reference to
    Exhibit 10.2 to ICEs Current Report on
    Form 8-K,
    filed with the SEC on May 17, 2006, File
    No. 001-32671).*10
.17



Lease Amendment Eight, dated as of November 28, 2006.*10
.18



Lease Amendment Nine, dated as of February 21, 2007.*10
.19



Lease Amendment Ten, dated as of May 15, 2008.*10
.20



TRS  Application Services Agreement, dated as of
    April 25, 2001, between The International Petroleum
    Exchange of London Limited and LIFFE Services Company Limited
    (incorporated by reference to Exhibit 10.14 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 14, 2005, File
    No. 333-123500).*10
.21



Deed of Novation, dated July 22, 2005, between The
    International Petroleum Exchange of London Limited, LIFFE
    Services Limited, Atos Euronext Market Solutions Limited, and
    LIFFE Administration and Management (incorporated by reference
    to Exhibit 10.25 to ICEs registration statement on
    Form S-1,
    filed with the SEC on October 14, 2005, File
    No. 333-123500).10
.22



Managed Services Agreement, dated as of December 21, 2007,
    between ICE Clear Europe Limited and Atos Euronext Market
    Solutions Limited.*10
.23



Patent License Agreement, dated as of March 29, 2002,
    between eSpeed, Inc. and IntercontinentalExchange, Inc.
    (incorporated by reference to Exhibit 10.16 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on June 6, 2005,
    File No. 333-123500).10
.24



Settlement Agreement, dated as of September 1, 2005, by and
    between EBS Group Limited and IntercontinentalExchange, Inc.
    (incorporated by reference to Exhibit 10.26 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 14, 2005, File
    No. 333-123500).10
.25



License Agreement For Index-Related Derivative Products dated as
    of June 15, 2007 between IntercontinentalExchange, Inc. and
    Frank Russell Company (incorporated by reference to
    Exhibit 10.1 to ICEs Current Report on
    Form 8-K,
    filed with the SEC on June 20, 2007,
    File No. 001-32671).*10
.26



Contribution and Asset Transfer Agreement, dated as of
    May 11, 2000, by and between IntercontinentalExchange, LLC,
    Continental Power Exchange, Inc., and Jeffrey C. Sprecher
    (incorporated by reference to Exhibit 10.31 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.27



First Amendment to Contribution and Asset Transfer Agreement,
    dated as of May 17, 2000, by and among
    IntercontinentalExchange, LLC, Continental Power Exchange, Inc.,
    and Jeffrey C. Sprecher (incorporated by reference to
    Exhibit 10.32 to ICEs registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500). 145




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##### Table of Contents



ExhibitNumber



Description of Document10
.28



Second Amendment to Contribution and Asset Transfer Agreement,
    dated as of October 24, 2005, by and among
    IntercontinentalExchange, Inc., Continental Power Exchange,
    Inc., and Jeffrey C. Sprecher (incorporated by
    reference to Exhibit 10.33 to ICEs registration
    statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.29



IntercontinentalExchange, Inc. Amended and Restated 1999 Stock
    Option/Stock Issuance Plan (formerly the Creditex Group Inc.
    Amended and Restated 1999 Stock Option/Stock Issuance Plan)
    (incorporated by reference to Exhibit 4.1 to ICEs
    registration statement on
    Form S-8,
    filed with the SEC on September 2, 2008, File
    No. 333-153299).21
.1



Subsidiaries of IntercontinentalExchange, Inc.23
.1



Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm.24
.1



Power of Attorney (included with signature page hereto).31
.1



Rule 13a - 14(a)/15d - 14(a) Certification of
    Chief Executive Officer.31
.2



Rule 13a - 14(a)/15d - 14(a) Certification of
    Chief Financial Officer.32
.1



Section 1350 Certification of Chief Executive Officer.32
.2



Section 1350 Certification of Chief Financial Officer.     *
    
    Confidential treatment has been previously requested or granted
    to portions of this exhibit by the SEC. 146