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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, 2007Oro

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. þ
   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, 2007TABLE OF CONTENTS
   
 Item



PageNumber



NumberPART I1.


Business


21(A).


Risk Factors


371(B).


Unresolved Staff Comments


532.


Properties


533.


Legal Proceedings


544.


Submission of Matters to a Vote of Security
    Holders


554(A).


Executive Officers of IntercontinentalExchange,
    Inc.


56PART II5.


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


576.


Selected Financial Data


597.


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


647(A).


Quantitative and Qualitative Disclosures about
    Market Risk


958.


Financial Statements and Supplementary Data


979.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1489(A).


Controls and Procedures


1489(B).


Other Information


148PART III10.


Directors, Executive Officers and Corporate
    Governance


14811.


Executive Compensation


14912.


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


14913.


Certain Relationships and Related Transactions,
    and Director Independence


14914.


Principal Accountant Fees and Services


149PART IV15.


Exhibits, Financial Statement Schedules


149SIGNATURES


151FINANCIAL STATEMENT SCHEDULE


153INDEX TO EXHIBITS


154EX-21.1 SUBSIDIARIES OF INTERCONTINENTALEXCHANGE, INC.EX-23.1 CONSENT OF ERNST & YOUNG LLPEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO   i




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PART I  Form 10-K,
  
    IntercontinentalExchange, 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, or the IPE.
    ICE Futures U.S. refers to our wholly-owned
    subsidiary that we acquired on January 12, 2007, and 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., or NYBOT, 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;
    our initiative to establish a European clearing house to clear
    our energy futures and cleared OTC business and our ability to
    commence operations and transition positions from a third party;
    our ability to keep pace with rapid technological developments;
    the accuracy of our cost estimates and expectations;
    our belief that cash flows will be sufficient to fund our
    working capital needs and capital expenditures, at least through
    the end of 2009;
    our ability, on a timely and cost-effective basis, to increase
    the connectivity to our marketplace, expand our market data
    business, develop new products and services, and pursue select
    strategic acquisitions and alliances, all on a timely,
    cost-effective basis; 1




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
    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;
    the impact of any changes in domestic and foreign regulations or
    government policy, including any changes or reviews of
    previously issued regulations and policies;
    potential adverse litigation results; and
    our belief in our electronic platform and disaster recovery
    system technologies, as well as our ability to gain access on a
    timely basis to comparable products and services if our key
    technology contracts were terminated.    Form 10-K.
  ITEM 1.
    BUSINESS  General
  side-by-side
    Our
    Business
   2




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Form 10-K.
  Futures
    Marketplaces
   3




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OTC
    Marketplace
    Market
    Data
     4




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Global
    Clearing Strategy
          Acquisitions
    and Strategic Relationships
       5




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® ® ®
         6




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Our
    Competitive Strengths
    
    highly liquid global markets and benchmark contracts;
    diverse portfolio of products and services;
    leading electronic derivatives trading platform;
    integrated access to futures and OTC markets;
    highly scalable, proven technology infrastructure;
    strong value proposition, including improved trading execution
    and in-house clearing capabilities; and
    market transparency.  Highly
    Liquid Global Markets and Benchmark Contracts
     7




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Year Ended December 31,2007


2006


2005Number 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


59,729


$
4,293.2



44,346


$
2,936.2



30,412


$
1,712.5ICE WTI Crude futures(1)


51,388



3,727.2



28,673



1,919.4







ICE Gas Oil futures


24,510



1,582.8



18,290



1,071.6



10,972



569.1Sugar No. 11 futures(2)


20,706



289.9















     (1)
    
    Trading commenced on February 3, 2006.(2)
    
    Sugar No. 11 futures trades on ICE Futures U.S., which was
    acquired on January 12, 2007.    Year Ended December 31,2007


2006


2005Number 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


157,956


$
2,705.6



121,047


$
2,289.3



55,524


$
1,300.4North American power


8,331



394.2



6,014



284.7



3,145



165.1Global oil and refined products


8,471



305.9



3,772



116.3



3,320



101.6   Diverse
    Portfolio of Products and Services
    Leading
    Electronic Derivatives Trading Platform
    Integrated
    Access to Futures and OTC Markets
   8




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
    Diverse Markets:  Our globally accessible
    electronic trading platform offers qualified market participants
    a single interface to multiple exchanges, covering five unique
    product categories, including agricultural, energy, chemicals,
    equity index and foreign exchange products, as well as a range
    of OTC energy products. By offering trading in multiple markets
    and products we provide our participants with maximum
    flexibility to implement their trading and risk management
    strategies.
    Multiple Access Options:  Our participants
    access our electronic marketplace through a variety of means,
    including through telecommunications hubs in the U.S., Canada,
    Europe and Asia, via the Internet or through dedicated lines. We
    offer various front-end trading alternatives, including
    proprietary front-end systems, ISVs, our own front-end called
    WebICE and brokerage firms. ISVs allow market participants to
    access multiple exchanges through a single interface, which is
    integrated with the participants risk management systems.
    Cleared and Bilateral OTC Markets:  We were the
    first marketplace in North America to introduce cleared OTC
    energy contracts. We believe that the introduction of cleared
    energy contracts in the OTC markets we operate has increased
    market liquidity, transparency and attracted new participants to
    our OTC markets by reducing bilateral credit risk and by
    improving capital efficiency. Today, qualified OTC participants
    can trade bilateral and cleared contracts
    side-by-side
    on our platform.  Highly
    Scalable, Proven Technology Infrastructure
  side-by-side
  Strong
    Value Proposition, Including Improved Trade Execution and
    In-house Clearing Capabilities
     9




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Market
    Transparency
    Our
    Growth Strategy
    
    attract new market participants;
    offer additional markets and services;
    continue to develop our electronic platform and increase
    connectivity;
    expand our market data and services businesses; and
    pursue select strategic opportunities.  Attract
    New Market Participants
    Offer
    Additional Markets and Services
   10




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Continue
    to Develop our Electronic Platform and Increase
    Connectivity
    Expand
    our Market Data and Services Businesses
      Pursue
    Select Strategic Opportunities
    Our
    Products and Services
   11




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Regulated
    Futures Markets
  Regulated
    Energy Future Products
              Regulated
    Soft Agricultural Future Products
   12




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Regulated
    Agricultural Future Products
    Regulated
    Financial Future Products
        Clearing
    House Function
   13




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14




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intra-day
          Global
    OTC Marketplace
      15




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OTC
    Products Overview
  20-25
        Year Ended December 31,2007


2006


2005Commodities markets traded


10



7



9Products traded


1,041



990



843Contracts traded


23,780



17,540



15,264   Cleared
    OTC Contracts
     16




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OTC
    Trade Execution Services
    Automated
    Trade Execution Services  Straight-Through Trade
    Processing.
    
    Viewing Live Markets:  Traders may view all
    live, firm quotes posted by other traders in our markets.
    Counterparty, Credit and Risk Management
    Screening:  Quotes visible to a participants
    traders on the screen are color-coded. One color indicates that
    quotes have originated from parties other than that participant.
    Another color indicates whether or not particular quotes meet
    counterparty, credit and risk management criteria established by
    the participants risk management personnel.
    Instant Messaging:  Our instant messaging
    service allows participants to communicate directly with others
    in our markets on a secure, anonymous and real time basis.
    Simple Click Execution:  Traders may act on a
    bid or an offer with one or more clicks of a mouse or use of a
    shortcut key programmable
    set-up.
    Order Matching:  Once an order is placed by a
    participants trader, it is automatically matched with a
    quote meeting the participants counterparty, credit and
    risk management criteria at the best available 17




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price. If there are two quotes at the same price, priority goes
    to the one that was entered first. Orders are matched on an
    anonymous basis.  
    Application Programming Interfaces:  Our
    application programming interfaces allow participants to build
    their own customized front office trading systems, which can be
    linked to our platform, thereby enabling high speed data flow to
    their trading desk and back through to their risk management,
    settlement and accounting systems.
    Automated Spreadsheet Trading:  Participants
    may send orders to, and execute trades on, our platform using
    their own proprietary formulas and strategies without the use of
    our application programming interfaces or any code level
    programming.
    Trade Reporting:  A confirmation is
    automatically transmitted to each party to a trade.
    Order Monitoring and Deal Surveys:  Traders are
    able to monitor and manage the status of all bids and offers
    that they have entered on our platform, across all markets.
    Electronic Invoicing:  Our platform generates
    electronic invoices and other reports detailing the fees and
    trading commissions due from each participant.  Electronic
    Trade Confirmation Services
        OTC
    Risk Management Functionality
  and/or
  Market
    Data Services
     18




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e-mail
      intra-day,
  Our
    Participant Base
  Futures
    Business Participant Base
     19




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20




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OTC
    Business Participant Base
        Market
    Data Participant Base
    Product
    Development
   21




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and/or
      Technology
       22




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Personnel

The employees that design, build, operate and support our
    technologyTrading Systems, Software and Applications

The systems and applications that are the foundation of our
    trading platform, clearing infrastructure and related systemsData Centers, Global Network, and Distribution

The data centers, hardware and networking technologies that host
    our platforms and support the ability of our participants to
    access our marketplace across our global marketplaceSecurity and Disaster Recovery

Technologies that maximize and maintain the security of our
    markets, as well as provide for the transition to a redundant
    operating environment in the event of system failure due to
    internal or external issuesSupport Services

The services we provide to insure optimal trading and risk
    management services and customer support services   Personnel
    Trading
    Systems, Software and Applications
    Trading
    Platform
     23




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WebICE
    Application
    Programming Interfaces (APIs)
      
    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. This reduces the
    time for development and maintenance for new and existing
    clients since there are many third party tools and vendors who
    support the same. We have developed FIX adapters that achieve
    very low latency for all transactions.
    Market Data In the past year, we have
    developed a light weight, language independent and fast market
    data feed called iMpact. This feed provides full depth of book
    and can be used by both trading clients and Quote vendors. The
    feed is designed to be scalable to handle the growth and volume
    of messages. The feed is currently based on the TCP/IP protocol.
    In 2008, we plan to offer this feed over multicast with
    additional value-added features such as price levels that will
    further reduce bandwidth requirements and latency.
    Trade Capture We currently offer a java based
    API to capture all trades done by a given company that can be
    used by firms for managing position and risk of their traders.
    In 2008, we will extend the use of FIX protocol for trade
    capture so that our customer can reap the benefits of
    simplification and lower development and maintenance costs.
    Block Trade  In 2008, we plan to extend the
    use of the FIX protocol for booking block trades. This will
    allow broker firms to book pre-consummated trades electronically
    and increase efficiencies with this process.
    OTC  For OTC products that have complex
    bilateral and cleared trading requirements, we also offer a
    Java-based API that can be used to trade these products
    electronically on the trading platform.  Trading
    Platform Performance
   24




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Clearing
    Systems
  intra-day
  Risk
    Management Systems
    Data
    Centers, Global Network and Distribution
   25




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Security
    and Disaster Recovery
      back-up back-up
 26




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Support
    Services
  e-mail, e-mail. e-mails
  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;
    mid- and back-office service offerings, including differentiated
    and value-added services;
    transaction costs; and
    reputation.    Our
    Principal Competitors
   27




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
    voice brokers active in the OTC commodities markets;
    other electronic trading platforms for derivatives; and
    market data vendors.  Competition
    in our Futures Business
            Competition
    in Our OTC Business
    Competition
    in Our Market Data Business
  co-exist
 28




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Intellectual
    Property
             29




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tm tm tm
    Form 10-K
  Sales
        e-mail, one-on-one
 30




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Employees
    Business
    Continuity Planning and Disaster Recovery
    Planning
    Datacenters
  back-up back-up back-up back-up
  People
    Regulation
   31




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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 call
    issued by the CFTC,
    record and report to the CFTC complaints that we receive of
    alleged fraud or manipulative trading activity related to
    certain of our products, and
    if it is determined by the CFTC that any of our markets for
    products that are subject to CFTC jurisdiction serve a
    significant price discovery function (that is, they are a source
    for determining the best price available in the market for a
    particular contract at any given moment), publicly disseminate
    certain market and pricing information free of charge on a daily
    basis.       32




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Regulation
    of Our Business in the United Kingdom and Europe
          Regulation
    of our ICE Futures U.S. Business
   33




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Regulation
    of our ICE Futures Canada Business
      Industry
    Overview
   34




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The
    Futures Market
    
    Futures:  A future is the most common
    exchange-traded commodity contract. It 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 commodity. For example, the ICE Brent
    Crude futures contract has a 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
     35




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
    Forwards and Swaps:  A forward contract is an
    agreement between two parties to deliver or settle on a
    specified quantity of an underlying asset, on a specified date,
    and at a specified location. Unlike futures contracts discussed
    above, forward contracts are not always standardized, but can be
    negotiated on an individual basis between counterparties.
    However, OTC cleared contracts are standardized contracts. Swaps
    generally are contracts between the holders of two different
    assets with differing risk and performance profiles in which the
    risk or performance characteristics are exchanged. Swaps may be
    settled against the future price of a single commodity or
    against an index of commodity prices.
    Differentials and Spreads:  Differentials, or
    basis swaps, are contracts that allow counterparties to
    swap delivery (or the financial equivalent of
    delivery) of a commodity between two different delivery points.
    For example, trading parties may enter into a basis swap for
    natural gas by swapping delivery of natural gas at the benchmark
    Henry Hub for delivery at any hub in North America. This type of
    contract allows market participants to hedge or speculate on
    forward natural gas prices in various markets. The price of a
    basis swap contract is based on the price differential of
    deliveries at each hub. Spreads are the simultaneous purchase
    and sale of forward contracts for different months, different
    commodities or different grades of the same commodity.
    Options:  Options are contracts that convey to
    the buyer the right, but not the obligation, to require the
    seller to make or take delivery of a stated quantity of a
    specified commodity at a specified price. Options may also be
    cash settled, based on the difference between the market price
    of the underlying commodity and the price of the commodity
    specified in the option.    Industry
    Trends
    
    Growth in Electronic Trading:  Innovations in
    technology have increased the speed of communications and the
    availability of information, which have enabled market
    participants to access and participate in the commodities
    markets more easily and quickly and less expensively. During the
    last decade, the use of electronic trading has become
    increasingly prevalent, and offers a number of advantages
    relative to floor-based trading. These include the ability to
    offer more contracts that on a floor, to increase distribution,
    the benefits of the network-effect and increased speed and
    transparency.
    Lower Barriers to Entry for Market
    Participants:  The barriers to entry for trading
    in derivatives have traditionally been significant, which has
    limited the ability of many traders to participate in this
    market. In recent years, a considerable erosion of these
    barriers has occurred largely due to the availability of
    electronic trading. 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. 36




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
    Increasing Adoption of Energy Commodities as an Investable
    Asset Class:Investors interest in
    commodities as an asset class has experienced significant growth
    in recent years. A number of attributes inherent to commodities
    have contributed to this growth including higher volatility,
    geopolitical risk, low/negative correlation with other asset
    classes, asset diversification and attractive investment returns.
    New Market Participants:  Recent growth in
    derivatives trading has been driven in part by increased
    participation in derivatives markets by financial institutions,
    hedge funds, proprietary trading firms and institutional
    investors.  Available
    Information
  (770) 857-4700.
  Form 10-K, Form 10-Q, Form 8-K (www.theice.com) (www.sec.gov)
   ITEM 1(A).  RISK
    FACTORS  Form 10-K.
  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 not survive.
      
    regulated futures exchanges globally that offer trading in a
    variety of markets, such as the CME Group;
    energy futures exchanges, such as NYMEX, European Energy
    Derivatives Exchange, or Endex (formerly known as Amsterdam
    Power Exchange), Nord Pool, and Powernext;
    other exchanges, such as the London International Financial
    Futures and Options Exchange, or LIFFE, which is part of NYSE
    Euronext, and regional exchanges, such as the Tokyo Grain
    Exchange and the Brazilian Mercantile and Futures Exchange,
    which provide trade execution in futures and options contracts
    on agricultural products such as sugar, coffee, canola and cocoa;
    voice brokers active in the global commodities markets; 37




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
    other electronic energy trading platforms for OTC markets, such
    as NYMEX Clearport and Houston Street;
    other clearing houses, including LCH.Clearnet, which presently
    clears futures trades for ICE Futures Europe and ICEs OTC
    contracts;
    market data and information vendors, such as Bloomberg, Reuters,
    Argus and Platts; and
    possible consortiums of customers and the above listed
    competitors that may pool their various competitive advantages
    to establish a new exchange or trading platform.          Our
    business is primarily transaction-based, and declines in trading
    volumes and market liquidity would adversely affect our business
    and profitability.
     38




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Our
    business depends in large part on volatility in commodity prices
    generally and energy prices 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;
    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.   39




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Our
    revenues have depended heavily upon trading volume in the
    markets for ICE Brent Crude, ICE WTI Crude and ICE Gas Oil
    futures contracts, and OTC North American natural gas and power
    contracts. In addition, with the acquisition of ICE Futures U.S.
    in January 2007, sugar futures and options on sugar futures
    contracts have added to ICEs trading volumes. 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.    A
    decline in the production of commodities traded in our markets
    could reduce our liquidity and adversely affect our revenues and
    profitability.
   40




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In
    connection with our strategy to form a wholly-owned European
    clearing house, we served notice to terminate our clearing
    arrangements with LCH.Clearnet, which currently provides
    clearing services for the trading of certain futures and cleared
    OTC contracts in our markets. We cannot offer our futures and
    cleared OTC products without clearing services, and any delay in
    commencing our European clearing operations at ICE Clear Europe
    could result in a disruption to our business or materially and
    adversely affect our financial condition and results of
    operations.
         41




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##### Table of Contents



Legislation
    or regulatory changes preventing clearing facilities from being
    owned or controlled by exchanges may limit or stop our ability
    to run a clearing house.
    Owning
    clearing houses exposes us to risks, including risks related to
    the cost of operating the clearing houses and the risk of
    defaults by our participants clearing trades through our
    clearing houses.
     42




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##### Table of Contents



Currently,
    we continue to rely on LCH.Clearnet to provide clearing services
    for the trading of certain futures and cleared OTC contracts in
    our markets despite owning ICE Clear U.S., ICE Clear Canada and
    forming ICE Clear Europe. We cannot operate our futures and
    cleared OTC businesses without clearing services.
        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.
       43




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##### Table of Contents



We may
    fail to realize the anticipated cost savings, growth
    opportunities and synergies and other benefits anticipated from
    our mergers and acquisitions, which could adversely affect the
    value of our common stock.
        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.
     44




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##### Table of Contents



non-U.S. exchanges,
    
    the manner in which we communicate with and contract with our
    participants;
    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;
    our financial and regulatory reporting practices;
    our record-keeping and record-retention procedures;
    the licensing of our employees; and
    the conduct of our directors, officers, employees and affiliates.    The
    nature and role of ICE Futures U.S.s self-regulatory
    responsibilities may change.
   45




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##### Table of Contents



The
    energy commodities trading industry in North America has been
    subject to increased regulatory scrutiny in the recent past, and
    we face the risk of changes to our regulatory environment in the
    future, which may diminish trading volumes on our electronic
    platform.
          If we
    are unable to keep up with rapid changes in technology and
    participant preferences, we may not be able to compete
    effectively.
   46




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##### Table of Contents




    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
    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,
    the number of trading days in a quarter, and
    seasonality.    Our
    cost structure is largely fixed in the short-term period. 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.
    Fluctuations
    in currency exchange rates may adversely affect our operating
    results.
   47




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##### Table of Contents



non-U.S. denominated
  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.
   48




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##### Table of Contents



Some
    of the proprietary technology we employ may be vulnerable to
    infringement by others.
     49




---



##### Table of Contents



and/or
      We
    face significant challenges in implementing our strategic goals
    of expanding product and service offerings and attracting new
    market participants to our markets. If we do not meet these
    challenges, we may not be able to increase our revenues or
    remain profitable.
    
    Prior to launching a new contract, we must satisfy certain
    regulatory obligations, which if not satisfied could delay the
    launch of the new contract.
    When we expand our product offering through a merger or
    acquisition, we may need to introduce the ICE trading platform
    to customers that have historically conducted business by
    telephone or on a different exchange. The process of
    transitioning customers to our electronic platform can be time
    consuming and expensive and if not ultimately accepted, could
    substantially impair or render worthless the assets we acquired
    through the merger or acquisition.
    We must meet regulatory obligations and overcome any technical
    or operational issues to successfully implement our clearing
    strategy.
    To expand the use of our electronic platform to additional
    participants and contracts, we must continue to expand capacity
    without disrupting functionality to satisfy evolving customer
    requirements.
    To introduce new trading-related services, we must develop
    additional systems technology that will interface successfully
    with the wide variety of unique internal systems used by our
    participants. These challenges may involve unforeseen costs and
    delays.
    We must continue to build significant brand recognition among
    commodities market participants in order to attract new
    participants to our markets. This will require us to increase
    our marketing expenditures. The cost of our marketing efforts
    may be greater than we expect, and we cannot assure you that
    these efforts will be successful.   50




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##### Table of Contents



Reductions
    in our exchange fee rates or commission rates resulting from
    competitive pressures could lower our revenues and
    profitability.
    Our
    business may be harmed by computer and communications systems
    failures and delays.
    
    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.
   51




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##### Table of Contents



We
    rely on specialized management and employees.
    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.
       52




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##### Table of Contents



We are
    subject to significant litigation and liability
    risks.
    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     53




---



##### Table of Contents



back-up
    ITEM 3.
    LEGAL
    PROCEEDINGS    NYMEX
    Claim of Infringement
    Klein v.
    ICE Futures U.S.; ICE Futures U.S. v. Klein
    U.S. and/or
 54




---



##### Table of Contents



pre-acquisition
  Altman
    et al v. ICE Futures U.S.
  and/or
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   55




---



##### Table of Contents



ITEM 4(A).
    EXECUTIVE
    OFFICERS OF INTERCONTINENTALEXCHANGE, INC.  Form 10-K Regulation S-K,
  Name

Age

TitleJeffrey C. Sprecher


52


Chairman of the Board and Chief Executive OfficerCharles A. Vice


44


President and Chief Operating OfficerScott A. Hill


40


Chief Financial Officer and Senior Vice PresidentDavid S. Goone


47


Senior Vice President, Chief Strategic OfficerEdwin D. Marcial


40


Chief Technology Officer and Senior Vice PresidentJohnathan H. Short


42


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


42


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


32


President and Chief Operating Officer, ICE Futures U.S.   Jeffrey C. Sprecher. Business Week
  Charles A. Vice.
  Scott A. Hill.
  David S. Goone.
 56




---



##### Table of Contents



Edwin D. Marcial.
  Johnathan H. Short.
  David J. Peniket.
  Thomas W. Farley.
 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
   57




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##### Table of Contents



Price
    Range of Common Stock
    Common Stock Market PriceHigh


LowYear Ended December 31, 2006First Quarter

$
73.59


$
36.00Second Quarter

$
82.40


$
45.27Third Quarter

$
77.92


$
51.77Fourth Quarter

$
113.85


$
72.15Year Ended December 31, 2007First Quarter

$
167.00


$
108.15Second Quarter

$
162.47


$
120.56Third Quarter

$
174.15


$
117.25Fourth Quarter

$
194.92


$
151.76   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)


2,063,364
(1)

$
35.91
(1)


1,521,800Equity compensation plans not approved by security holders(2)


850,715



N/A
(2)


333,947TOTAL


2,914,079



N/A
(1)(2)


1,855,747     (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 2,063,364 securities to be
    issued upon exercise of outstanding options and rights,
    1,359,087 are options with a weighted average exercise price of
    $35.91 and the remaining 704,277 securities are restricted stock
    shares that do not have an exercise price.(2)
    
    This category includes the 2003 Directors Plan and the 2004
    Restricted Stock Plan. The weighted average exercise price of
    outstanding options and rights in column (b) for equity
    compensation plans not approved by security holders is not
    applicable since the only grants or awards under these plans
    have been restricted stock and restricted stock units, which do
    not have an exercise price. For more information concerning
    these plans, see note 11 to our consolidated financial
    statements that are included elsewhere in this Annual Report on
    Form 10-K. 58




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K.
  Form 10-K.
  Year Ended December 31,2007


2006


2005


2004


2003(In thousands, except for per share data)Consolidated Statement of Income/(Loss) DataRevenues(1):Transaction fees, net(2)

$
490,358


$
273,629


$
136,976


$
90,906


$
81,434Market data fees


70,396



34,236



14,642



12,290



9,624Other


13,539



5,934



4,247



5,218



2,688Total revenues


574,293



313,799



155,865



108,414



93,746Operating expenses:Compensation and benefits


101,397



49,750



35,753



30,074



26,236Professional services


23,047



11,395



10,124



12,312



13,066Patent royalty


1,705



9,039



1,491



32



14CBOT merger-related transaction costs(3)


11,121















Selling, general and administrative


50,759



25,266



17,395



16,578



16,171Floor closure costs(4)










4,814







Settlement expense(5)










15,000







Depreciation and amortization


32,701



13,714



15,083



17,024



19,341Total operating expenses


220,730



109,164



99,660



76,020



74,828Operating income


353,563



204,635



56,205



32,394



18,918Other income, net


4,871



7,908



3,790



1,328



948Income before income taxes


358,434



212,543



59,995



33,722



19,866Income tax expense


117,822



69,275



19,585



11,773



6,489Net income(6)

$
240,612


$
143,268


$
40,410


$
21,949


$
13,377Redemption adjustments to redeemable stock put(7)










(61,319
)






8,378Deduction for accretion of Class B redeemable common stock


















(1,768
)Net income (loss) available to common shareholders

$
240,612


$
143,268


$
(20,909
)

$
21,949


$
19,987Earnings (loss) per common share(8):Basic

$
3.49


$
2.54


$
(0.39
)

$
0.42


$
0.37Diluted

$
3.39


$
2.40


$
(0.39
)

$
0.41


$
0.37Weighted average common shares outstanding(8):Basic


68,985



56,474



53,218



52,865



54,329Diluted


70,980



59,599



53,218



53,062



54,640  59




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##### Table of Contents



(1)
    
    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, 2007, 2006 and 2005, see our consolidated
    statements of income and note 13 to our consolidated
    financial statements that are included elsewhere in this Annual
    Report on
    Form 10-K.(2)
    
    Our transaction 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  Sources of
    Revenues  Transaction Fees 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 CME 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 18 to our consolidated financial statements that
    are included elsewhere in this Annual Report on
    Form 10-K.(4)
    
    In 2005, we closed our open-outcry trading floor in London to
    take advantage of the increasing acceptance and adoption of
    electronic trading, and to maintain and enhance our competitive
    position. Costs associated with the floor closure were
    $4.8 million and are classified as Floor closure
    costs in the accompanying consolidated statement of income
    for the year ended December 31, 2005. See note 20 to
    our consolidated financial statements that are included
    elsewhere in this Annual Report on
    Form 10-K.(5)
    
    In 2005, we settled a legal action brought by EBS against us
    related to alleged patent infringement. Under the settlement
    agreement, we made a payment to EBS of $15.0 million, and
    were released from the legal claims brought against us without
    admitting liability. The payment was recorded as
    Settlement expense in the accompanying consolidated
    statement of income for the year ended December 31, 2005.
    See note 19 to our consolidated financial statements that
    are included elsewhere in this Annual Report on
    Form 10-K.(6)
    
    The financial results for the year ended December 31, 2007
    include $11.1 million in CBOT merger-related transaction
    costs. Excluding these costs, net of taxes, our consolidated net
    income for the year ended December 31, 2007 would have been
    $247.8 million. The financial results for the year ended
    December 31, 2005 include $4.8 million in expenses
    incurred relating to the closure of our open-outcry trading
    floor in London and a $15.0 million settlement expense
    related to the payment made to EBS to settle litigation.
    Excluding these charges, net of taxes, our consolidated net
    income for the year ended December 31, 2005 would have been
    $53.1 million. See Item 7 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Non-GAAP Financial Measures,
    included elsewhere in this Annual Report on
    Form 10-K.(7)
    
    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.
    See note 10 to our consolidated financial statements that
    are included elsewhere in this Annual Report on
    Form 10-K.
    In connection with the termination of the put option, we amended
    certain registration rights previously granted to Continental
    Power 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. 60




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##### Table of Contents



(8)
    
    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. If
    the redemption adjustments to the redeemable stock put are
    excluded from the calculation of earnings per share, the
    resulting adjusted basic earnings per share would have been
    $0.76 based on the $40.4 million in consolidated net income
    for the year ended December 2005 and adjusted diluted earnings
    per share would have been $0.74. The adjusted diluted earnings
    per share would have been based on 54.4 million in adjusted
    diluted weighted average common shares outstanding, which
    includes 1.2 million stock options and restricted stock
    having a dilutive effect for the year ended December 31,
    2005. The adjusted basic and diluted earnings per share for the
    year ended December 31, 2005, excluding the redeemable
    stock put adjustments, the $4.8 million floor closure costs
    and the $15.0 million settlement expenses, would have been
    $1.00 and $0.98, respectively. See Item 7
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations 
    Non-GAAP Financial Measures, included elsewhere in
    this Annual Report on
    Form 10-K.  As of December 31,2007


2006


2005


2004


2003(In thousands)Consolidated Balance Sheet DataCash and cash equivalents(1)(2)

$
119,597


$
204,257


$
20,002


$
61,199


$
44,913Restricted cash and restricted short-term investments(1)


19,624



16,193



12,578



18,421



36,797Short-term investments(2)


140,955



77,354



111,181



5,700



12,000Margin deposits and guaranty funds asset(3)


792,052















Total current assets


1,142,094



340,917



164,015



100,042



105,893Property and equipment, net


63,524



26,280



20,348



19,364



25,625Goodwill and other intangible assets, net(4)


1,547,409



81,126



76,054



86,075



81,448Cost method investments(5)


38,778



38,738



1,674



1,866



1,738Total assets


2,796,345



493,211



265,770



207,518



214,879Margin deposits and guaranty funds liability(3)


792,052















Total current liabilities


910,961



37,899



26,394



34,440



17,917Current and long-term debt(1)(6)


221,875











25,000



Class B redeemable common stock(1)


















67,500Redeemable stock put(7)














17,582



17,582Shareholders equity


1,476,856



454,468



232,623



132,149



101,194     (1)
    
    We redeemed all outstanding shares of our Class B
    redeemable common stock in November 2004, which resulted in a
    $18.5 million reduction in cash and cash equivalents, a
    $24.0 million reduction in restricted short-term
    investments, a $25.0 million increase in current and
    long-term debt and a corresponding $67.5 million reduction
    in Class B redeemable common stock.(2)
    
    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 also invested a portion
    of our cash in excess of short-term operating needs in
    investment-grade marketable debt securities and municipal bonds. 61




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##### Table of Contents



(3)
    
    Clearing members of ICE Clear U.S., ICE Futures U.S.s
    clearing house, and ICE Clear Canada, ICE Futures Canadas
    clearing house, 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. See note 15 to our
    consolidation financial statement that are included elsewhere in
    this Annual Report on
    Form 10-K.(4)
    
    The increase in the goodwill and other intangible assets in 2007
    relates to the acquisitions of ICE Futures U.S., ICE Futures
    Canada, Commoditrack, ChemConnect and Chatham that occurred
    during the year ended December 31, 2007. See note 8 to
    our consolidation financial statements that are included
    elsewhere in this Annual Report on
    Form 10-K.(5)
    
    In December 2006, we purchased an 8% equity share in NCDEX for
    $36.3 million. See note 6 to our consolidated
    financial statements that are included elsewhere in this Annual
    Report on
    Form 10-K.(6)
    
    We borrowed $250.0 million in a senior unsecured credit
    facility in connection with the purchase of ICE Futures U.S. in
    January 2007. See note 9 to our consolidation financial
    statements that are included elsewhere in this Annual Report on
    Form 10-K.(7)
    
    In October 2005, we entered into an agreement with Continental
    Power Exchange, Inc. to cancel the redeemable stock put upon the
    closing of the initial public offering of our common stock in
    November 2005. See note 10 to our consolidated financial
    statements that are included elsewhere in this Annual Report on
    Form 10-K.  62




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##### Table of Contents



Year Ended December 31,2007


2006


2005


2004


2003(In thousands, except for percentages)Operating Data:Our Market Share of Selected Key Products:Total crude oil futures contracts traded globally(1)


232,643



144,085



91,049



78,477



69,450ICE Brent Crude oil futures contracts traded


59,729



44,346



30,412



25,458



24,013ICE WTI Crude oil futures contracts traded


51,388



28,673











Our crude oil futures market share(1)


47.8
%


50.7
%


33.4
%


32.4
%


34.6
%Total cleared Henry Hub natural gas contracts traded on us and
    NYMEX-ClearPort


133,463



121,144



53,166



21,241



6,869Our cleared Henry Hub natural gas contracts traded


117,256



96,957



42,760



15,887



4,512Our market share  cleared Henry Hub natural gas vs.
    NYMEX-ClearPort(2)


87.9
%


80.0
%


80.4
%


74.8
%


65.7
%Total cleared PJM financial power contracts traded on us and
    NYMEX-ClearPort


3,063



2,674



1,886



748



149Our cleared PJM financial power contracts traded


2,978



2,502



1,234



513



6Our market share  cleared PJM financial power vs.
    NYMEX-ClearPort(3)


97.3
%


93.6
%


65.4
%


68.7
%


4.0
%Our Average Daily Trading Fee Revenues(4):Our futures business average daily exchange fee revenues

$
1,122


$
482


$
226


$
179


$
158Our bilateral OTC business average daily commission fee revenues


178



102



79



80



112Our cleared OTC business average daily commission fee revenues


667



487



233



94



24Our OTC business average daily commission fee revenues


845



589



312



174



136Our total average daily exchange fee and commission fee revenues

$
1,967


$
1,071


$
538


$
353


$
294Our Trading Volume(5):Futures volume


191,998



92,721



42,055



35,541



33,341Futures average daily volume


771



373



166



140



132OTC volume


174,858



130,832



61,999



30,961



24,260OTC average daily volume


716



525



247



123



97OTC Participants Trading Commission Percentages:Commercial companies (including merchant energy)


53.5
%


46.8
%


48.8
%


56.5
%


64.1
%Banks and financial institutions


21.3
%


21.2
%


20.5
%


22.4
%


31.3
%Liquidity providers


25.2
%


32.0
%


30.7
%


21.1
%


4.6
%     (1)
    
    Total crude oil futures contracts traded globally and our
    resulting crude oil futures market share is calculated based on
    the number of ICE Brent Crude futures contracts and ICE WTI
    Crude futures contracts traded as compared to the total ICE
    Brent Crude futures contracts, ICE WTI Crude futures contracts,
    NYMEX Light Sweet Crude and London/Dublin Brent Crude futures
    contracts traded.(2)
    
    Our cleared Henry Hub market share versus NYMEX-ClearPort is
    calculated based on the number of OTC cleared Henry Hub natural
    gas contracts traded as a percentage of the total OTC cleared
    Henry Hub natural gas contracts and NYMEX-ClearPort Henry Hub
    natural gas OTC contracts traded. 63




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##### Table of Contents



(3)
    
    Our cleared PJM financial power market share versus
    NYMEX-ClearPort is calculated based on the number of
    IntercontinentalExchange cleared PJM financial power contracts
    traded as a percentage of the total IntercontinentalExchange
    cleared PJM financial power contracts and NYMEX-ClearPort
    cleared PJM financial power contracts traded. PJM refers to the
    Pennsylvania, New Jersey and Maryland power trading hub. The
    NYMEX-ClearPort cleared PJM financial power contract was
    launched in April 2003 and our PJM financial power contract was
    launched in November 2003.(4)
    
    Represents the total commission fee and exchange fee revenues
    for the year divided by the number of trading days during that
    year.(5)
    
    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 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
  side-by-side
    Financial
    Highlights
  
    Our consolidated revenues increased by 83.0% to
    $574.3 million for the year ended December 31, 2007,
    compared to the same period in 2006, primarily due to increased
    contract volumes in our futures and OTC markets resulting from
    organic growth and acquisitions. 64




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##### Table of Contents




    Our consolidated operating expenses increased by 102.2% to
    $220.7 million for the year ended December 31, 2007,
    compared to the same period in 2006, primarily due to
    acquisitions, higher cash and non-cash compensation costs, CBOT
    merger-related transaction expenses and increased technology
    spending.
    Our consolidated operating margin decreased to 61.6% for the
    year ended December 31, 2007, compared to 65.2% for the
    same period in 2006 primarily due to the ICE Futures
    U.S. acquisition and the CBOT merger-related transaction
    expenses incurred during 2007.
    Our consolidated net income increased by 67.9% to
    $240.6 million for the year ended December 31, 2007,
    compared to the same period in 2006.    Our
    Business Environment
      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 65




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##### Table of Contents



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, 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.
    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.
    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.
 66




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Our
    Futures Business Segment
    Year Ended December 31,2007


%


2006


%


2005


%(Dollar amounts in thousands)Revenues(1):Transaction fees, net(2):ICE Brent Crude futures

$
87,308



29.8
%

$
64,126



48.8
%

$
41,334



63.4
%ICE WTI Crude futures


49,942



17.0



30,683



23.3







Sugar futures


48,647



16.6















Other futures products and options


92,696



31.6



28,611



21.8



15,856



24.3Intersegment fees


3,754



1.3



4,404



3.4



5,108



7.8Market data fees










36







389



0.6Other


10,740



3.7



3,568



2.7



2,503



3.9Total revenues


293,087



100.0



131,428



100.0



65,190



100.0Operating expenses:Selling, general and administrative expenses(3)


80,053



27.3



25,939



19.7



22,865



35.1Intersegment expenses(4)


30,836



10.5



24,892



18.9



10,289



15.8Floor closure costs(5)


















4,814



7.3Depreciation and amortization


6,386



2.2



2,031



1.6



2,464



3.8Total operating expenses


117,275



40.0



52,862



40.2



40,432



62.0Operating income


175,812



60.0



78,566



59.8



24,758



38.0Other income, net


14,217



4.9



1,687



1.3



2,686



4.1Income tax expense


64,005



21.8



28,089



21.4



9,606



14.7Net income(5)

$
126,024



43.0
%

$
52,164



39.7
%

$
17,838



27.4
%     (1)
    
    Revenues attributable to related parties were $424,000,
    $12.7 million and $11.4 million for the years ended
    December 31, 2007, 2006 and 2005, respectively. For a
    discussion of our related parties, see note 13 to our
    consolidated financial statements, which are included elsewhere
    in this Annual Report on
    Form 10-K.(2)
    
    Our transaction fees are presented net of rebates. For a
    discussion of these rebates, see  Sources of
    Revenues  Transactions Fees.(3)
    
    Includes compensation and benefits expenses and professional
    services expenses.(4)
    
    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.(5)
    
    The financial results for the year ended December 31, 2005
    include $4.8 million in expenses incurred relating to the
    closure of the open-outcry trading floor in London. Excluding
    these floor closure charges, net of taxes, our futures business
    net income for the year ended December 31, 2005 would have
    been $21.0 million. See
     Non-GAAP Financial Measures.   67




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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 31,2007


2006


2005(In thousands)Number of futures and option contracts traded:ICE Brent Crude futures


59,729



44,346



30,412ICE WTI Crude futures(1)


51,388



28,673



ICE Gas Oil futures


24,510



18,290



10,972Sugar futures(2)


20,811







Other futures and options(3)


35,560



1,412



671Total


191,998



92,721



42,055     (1)
    
    A fee waiver applied to trade execution for ICE WTI Crude
    futures contracts from the launch date of February 3, 2006
    through March 31, 2006.(2)
    
    Sugar futures began trading on January 12, 2007 in
    connection with the ICE Futures U.S. acquisition.(3)
    
    The increase in the other futures and options contracts
    primarily relates to the trading of the coffee futures and
    options, cotton futures and options, cocoa futures and options
    and sugar options, which began trading on January 12, 2007
    in connection with the ICE Futures U.S. acquisition. 68




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(1)
    
    A fee waiver applied to trade execution for the ICE WTI Crude
    futures contracts from the launch date of February 3, 2006
    through March 31, 2006.(2)
    
    Sugar futures began trading on January 12, 2007 in
    connection with the ICE Futures U.S. acquisition.    Year Ended December 31,2007


2006


2005(In thousands)Open interest  futures and options contracts:ICE Brent Crude futures


628



471



351ICE WTI Crude futures


561



261



ICE Gas Oil futures


329



254



200Sugar futures and options(1)


1,423







Cotton futures and options(1)


579







Coffee futures and options(1)


339







Cocoa futures and options(1)


188







Other futures and options


86



98



42Total


4,133



1,084



593     (1)
    
    Sugar, cotton, coffee and cocoa futures and options began
    trading on January 12, 2007 in connection with the ICE
    Futures U.S. acquisition.   69




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Our
    OTC Business Segment
    Year Ended December 31,2007


%


2006


%


2005


%(Dollar amounts in thousands)Revenues(1):Transaction fees, net(2):North American natural gas

$
155,533



56.6
%

$
117,302



60.0
%

$
59,911



62.9
%North American power


43,349



15.8



27,223



13.9



16,444



17.3Other commodities markets


6,873



2.6



2,175



1.1



1,851



1.9Electronic trade confirmation


6,010



2.2



3,509



1.8



1,580



1.7Intersegment fees


32,311



11.8



26,704



13.7



11,034



11.6Market data fees


27,256



9.9



16,168



8.3



2,649



2.8Other


2,782



1.1



2,366



1.2



1,744



1.8Total revenues


274,114



100.0



195,447



100.0



95,213



100.0Operating expenses:Selling, general and administrative expenses(3)


94,350



34.4



67,451



34.5



40,808



42.9Intersegment expenses


19,405



7.1



11,221



5.7



1,352



1.4CBOT merger-related transaction costs(4)


11,121



4.1















Settlement expense(5)


















15,000



15.8Depreciation and amortization


26,286



9.6



11,671



6.0



12,609



13.2Total operating expenses


151,162



55.1



90,343



46.2



69,769



73.3Operating income


122,952



44.9



105,104



53.8



25,444



26.7Other income (expense), net


(9,846
)


(3.6
)


6,248



3.2



589



0.6Income tax expense


33,907



12.4



33,858



17.3



7,698



8.0Net income(4)(5)

$
79,199



28.9
%

$
77,494



39.7
%

$
18,335



19.3
%     (1)
    
    Revenues attributable to related parties were $1.3 million,
    $3.2 million and $6.0 million for the years ended
    December 31, 2007, 2006 and 2005, respectively. For a
    discussion of our related parties, see note 13 to our
    consolidated financial statements, which are included elsewhere
    in this Annual Report on
    Form 10-K.(2)
    
    Our transaction fees are presented net of rebates. For a
    discussion of these rebates, see  Sources of
    Revenues  Transaction Fees.(3)
    
    Includes compensation and benefits expenses, professional
    services expenses and patent royalty expenses.(4)
    
    The financial results for the year ended December 31, 2007
    include $11.1 million in CBOT merger-related transaction
    costs. Excluding these costs, net of taxes, our OTC business net
    income for the year ended December 31, 2007 would have been
    $86.4 million. See
     Non-GAAP Financial Measures.(5)
    
    The financial results for the year ended December 31, 2005
    include a $15.0 million settlement expense related to the
    payment made to EBS to settle litigation. Excluding this
    expense, net of taxes, our OTC business net income for the year
    ended December 31, 2005 would have been $27.9 million.
    See  Non-GAAP Financial Measures.   70




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Year Ended December 31,2007


2006


2005(In millions)Total volume  OTC:North American natural gas(1)


394,880



302,591



138,809North American power(2)


5,492



4,000



2,140Global oil and refined products(3)


907



576



981   Year Ended December 31,2007


2006


2005(In thousands)Number of OTC contracts traded(4):North American natural gas


157,956



121,047



55,524North American power


8,331



6,014



3,145Global oil


8,471



3,771



3,320Other


100







10Total


174,858



130,832



61,999     (1)
    
    Measured in million British thermal units, or MMBtu.(2)
    
    Measured in megawatt hours.(3)
    
    Measured in equivalent barrels of oil.(4)
    
    These OTC market volumes are converted into contracts based on
    the conversion ratios in the table below.    OTC Contract

Size


MeasureFinancial gas


2,500


MMBtuPhysical gas


2,500


MMBtuEuropean gas


25,000


Therms per dayEast power


800


Megawatt Hours per dayWest power


400


Megawatt Hours per dayCrude oil


1,000


BarrelsRefined oil


100


Barrels  71




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##### Table of Contents



Year Ended December 31,2007


2006


2005(In thousands)Open interest  cleared OTC contracts:North American natural gas


4,566



2,910



981North American power


961



569



273Global oil and refined products


26



20



44Total


5,553



3,499



1,298   Our
    Market Data Business Segment
    Year Ended December 31,2007


%


2006


%


2005


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

$
43,140



69.3
%

$
18,032



61.8
%

$
11,604



86.2
%Intersegment fees


19,079



30.7



11,123



38.2



1,864



13.8Other


17



















Total revenues


62,236



100.0



29,155



100.0



13,468



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


2,505



4.0



2,060



7.1



1,090



8.0Intersegment expenses


4,903



7.9



6,118



21.0



6,365



47.3Depreciation and amortization


29







12







10



0.1Total operating expenses


7,437



11.9



8,190



28.1



7,465



55.4Operating income


54,799



88.1



20,965



71.9



6,003



44.6Other income (expense), net


500



0.8



(27
)


(0.1
)


515



3.8Income tax expense


19,910



32.0



7,328



25.1



2,281



16.9Net income

$
35,389



56.9
%

$
13,610



46.7
%

$
4,237



31.5
%  72




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(1)
    
    Revenues attributable to related parties were $157,000 and
    $198,000 for the years ended December 31, 2006 and 2005,
    respectively. For a discussion of our related parties, see
    note 13 to our consolidated financial statements, which are
    included elsewhere in this Annual Report on
    Form 10-K.(2)
    
    Includes compensation and benefits expenses and professional
    services expenses.    Intersegment
    Fees
    Sources
    of Revenues
    Transaction
    Fees
     73




---



##### Table of Contents



Market
    Data Fees
        Other
    Revenues
      Components
    of Expenses
  Compensation
    and Benefits
   74




---



##### Table of Contents



Professional
    Services
    Patent
    Royalty
    CBOT
    Merger-Related Transaction Costs
    Selling,
    General and Administrative
    Depreciation
    and Amortization
  and/or
 75




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##### Table of Contents



98-1, Accounting for Costs of Computer Software Developed or
    Obtained for Internal Use.
  Other
    Income (Expense)
    Provision
    for Income Taxes
    Accounting for Income Taxes 
    Special Areas
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Overview
     76




---



##### Table of Contents



Revenues
  Transaction
    Fees
         77




---



##### Table of Contents



Market
    Data Fees
    Other
    Revenues
    Expenses
  Compensation
    and Benefits
   78




---



##### Table of Contents



Professional
    Services
      Patent
    Royalty
    CBOT
    Merger-Related Transaction Costs
    Selling,
    General and Administrative
     79




---



##### Table of Contents



Depreciation
    and Amortization
      Other
    Income (Expense)
    Income
    Taxes
    Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
  Overview
   80




---



##### Table of Contents



Revenues
  Transaction
    Fees
       81




---



##### Table of Contents



Market
    Data Fees
    Other
    Revenues
    Expenses
  Compensation
    and Benefits
   82




---



##### Table of Contents



Professional
    Services
    Patent
    Royalty
    Selling,
    General and Administrative
    Floor
    Closure Costs
    Settlement
    Expense
   83




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##### Table of Contents



Depreciation
    and Amortization
    Other
    Income
      Income
    Taxes
   84




---



##### 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 31,2007


2007


2007(1)


2007(2)


2006


2006


2006


2006(In thousands)Revenues:Transaction fees, net:Futures:ICE Brent Crude futures

$
21,320


$
22,071


$
21,796


$
22,121


$
18,003


$
17,357


$
15,290


$
13,476ICE WTI Crude futures


12,592



12,791



11,889



12,670



10,964



11,425



8,294



Sugar futures


12,160



12,829



14,823



8,835















Other futures products and options


26,328



25,642



22,277



18,449



8,733



8,407



5,988



5,483OTC:North American natural gas


43,410



41,665



34,275



36,183



35,655



36,955



26,369



18,323North American power


12,627



12,212



9,713



8,797



7,891



8,088



6,411



4,833Other commodities markets


2,393



2,199



1,237



1,044



610



717



410



438Electronic trade confirmation services


1,725



1,681



1,362



1,242



943



989



895



682Market data fees


23,306



17,225



15,846



14,019



9,647



9,748



8,819



6,022Other


3,435



3,420



3,436



3,248



2,818



976



1,115



1,025Total revenues


159,296



151,735



136,654



126,608



95,264



94,662



73,591



50,282Operating expenses:Compensation and benefits


34,913



23,009



21,717



21,758



14,214



12,987



11,932



10,617Professional services


4,820



6,650



6,714



4,863



2,671



2,799



3,235



2,690Patent royalty














1,705



2,676



3,151



2,198



1,014CBOT merger-related transaction costs(1)


33



144



10,944



















Selling, general and administrative


13,457



12,170



13,002



12,130



7,629



7,016



5,501



5,120Depreciation and amortization


9,546



8,898



7,748



6,509



3,890



3,327



3,309



3,188Total operating expenses


62,769



50,871



60,125



46,965



31,080



29,280



26,175



22,629Operating income


96,527



100,864



76,529



79,643



64,184



65,382



47,416



27,653Other income (expense), net(2)


(438
)


(1,590
)


(1,322
)


8,221



3,216



2,731



853



1,108Income tax expense


31,437



32,593



21,514



32,278



18,408



24,468



17,302



9,097Net income

$
64,652


$
66,681


$
53,693


$
55,586


$
48,992


$
43,645


$
30,967


$
19,664     (1)
    
    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. Excluding
    these costs, net of taxes, our OTC business 85




---



##### Table of Contents



net income for the three months ended June 30, 2007 would
    have been $60.7 million. See
     Non-GAAP Financial Measures.(2)
    
    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 Investments, Restricted Cash
    and Restricted Short-Term Investments
    Accounting for Certain
    Investments in Debt and Equity Securities.
   86




---



##### Table of Contents



Cash
    Flow
    Year Ended December 31,2007


2006


2005(In thousands)Net cash provided by (used in):Operating activities

$
287,781


$
150,689


$
49,812Investing activities


(637,388
)


(27,628
)


(117,120
)Financing activities


264,759



58,339



30,329Effect of exchange rate changes


188



2,855



(4,218
)Net increase (decrease) in cash and cash equivalents

$
(84,660
)

$
184,255


$
(41,197
)   Operating
    Activities
    Investing
    Activities
    Financing
    Activities
   87




---



##### Table of Contents



Loan
    Agreements
         88




---



##### Table of Contents



Future
    Capital Requirements
      Off-Balance
    Sheet Entities
    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

$
257,333


$
49,604


$
114,433


$
93,296


$
Russell licensing agreement


126,659



10,500



27,720



39,917



48,522Other liabilities


107,507



20,570



51,445



18,435



17,057Total contractual cash obligations

$
491,499


$
80,674


$
193,598


$
151,648


$
65,579    89




---



##### Table of Contents



Non-GAAP Financial
    Measures
  Form 10-K,
    Adjusted
    Net Income
     90




---



##### Table of Contents



Adjusted
    Earnings Per Share Redeemable Stock Put
        OTCConsolidated


SegmentYear Ended


Three Months


Year EndedDecember 31,


Ended


December 31,2007


June 30, 2007


2007(In thousands, except per share amounts)Net income

$
240,612


$
53,693


$
79,199Add: CBOT merger-related transaction costs


11,121



10,944



11,121Less: Effective tax rate benefit of CBOT merger-related
    transaction costs


(3,949
)


(3,906
)


(3,949
)Adjusted net income

$
247,784


$
60,731


$
86,371Earnings per common share on net income:Basic

$
3.49


$
0.78Diluted

$
3.39


$
0.75Adjusted earnings per common share on adjusted net income:Adjusted basic

$
3.59


$
0.88Adjusted diluted

$
3.49


$
0.85Weighted average common shares outstanding:Basic


68,985



69,205Diluted


70,980



71,228    91




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##### Table of Contents



Futures


OTCConsolidated


Segment


SegmentYear Ended


Three Months


Year Ended


Year EndedDecember 31,


Ended


December 31,


December 31,2005


June 30, 2005


2005


2005(In thousands, except per share amounts)Net income (loss)

$
40,410


$
(141
)

$
17,838


$
18,335Add: Floor closure costs


4,814



4,814



4,814



Add: Settlement expense


15,000



15,000







15,000Less: Effective tax rate benefit of floor closure costs and
    settlement expense


(7,119
)


(7,119
)


(1,685
)


(5,434
)Adjusted net income

$
53,105


$
12,554


$
20,967


$
27,901Net income (loss) available to common shareholders

$
(20,909
)Add: Redemption adjustments to redeemable stock put


61,319Adjusted Net income available to common shareholders

$
40,410Diluted weighted average common shares outstanding


53,218Effect of dilutive stock options


1,230Adjusted diluted weighted average common shares outstanding


54,448Adjusted earnings per common share on adjusted net income:Adjusted basic

$
1.00Adjusted diluted

$
0.98Adjusted earnings per common share on net income:Adjusted basic

$
0.76Adjusted diluted

$
0.74Adjusted weighted average common shares outstanding:Adjusted basic


53,218Adjusted diluted


54,448   Recently
    Adopted Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes- an
    Interpretation of FASB Statement No. 109 Accounting for Income
    Taxes
 92




---



##### Table of Contents



New
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an Amendment of FASB Statement
    No. 115
  Critical
    Accounting Policies
  Form 10-K.
      Goodwill
    and Other Identifiable Intangible Assets
  Goodwill and Other
    Intangible Assets
   93




---



##### Table of Contents



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.
 94




---



##### Table of Contents



Form 10-K.
  ITEM 7(A).
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate Risk
      Foreign
    Currency Exchange Rate Risk
     95




---



##### Table of Contents



Impact of
    Inflation
   96




---



##### 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


98Report of Independent Registered Public
    Accounting Firm on Internal Control over Financial Reporting


99Report of Independent Registered Public
    Accounting Firm on Financial Statements


101Consolidated Balance Sheets as of
    December 31, 2007 and 2006


102Consolidated Statements of Income for the years
    ended December 31, 2007, 2006 and 2005


103Consolidated Statements of Changes in
    Shareholders Equity for the years ended December 31,
    2007, 2006 and 2005


104Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2007, 2006 and 2005


105Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


106Notes to Consolidated Financial Statements


107  97




---



##### 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, 2008

February 11, 2008  98




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
    CONTROL OVER FINANCIAL REPORTING  
             99




---



##### Table of Contents



100




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
    FINANCIAL STATEMENTS  
            
    101




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
 Consolidated
    Balance Sheets(In thousands, except per share amounts) December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
119,597


$
204,257Restricted cash


19,624



16,193Short-term investments


140,955



77,354Customer accounts receivable:Trade, net of allowance for doubtful accounts of $370 and $985
    at December 31, 2007 and 2006, respectively


51,241



31,673Related-parties


777



448Asset held for sale






3,698Current deferred tax asset, net


4,908



Margin deposits and guaranty funds


792,052



Prepaid expenses and other current assets


12,940



7,294Total current assets


1,142,094



340,917Property and equipment, net


63,524



26,280Other noncurrent assets:Goodwill


1,009,687



79,575Other intangible assets, net


537,722



1,551Cost method investments


38,778



38,738Other noncurrent assets


4,540



6,150Total other noncurrent assets


1,590,727



126,014Total assets

$
2,796,345


$
493,211LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
27,811


$
13,228Accrued salaries and benefits


23,878



18,135Current portion of licensing agreement


10,572



Current portion of long-term debt


37,500



Income taxes payable


11,687



2,991Margin deposits and guaranty funds


792,052



Other current liabilities


7,461



3,545Total current liabilities


910,961



37,899Noncurrent liabilities:Noncurrent deferred tax liability, net


108,739



Long-term debt


184,375



Noncurrent portion of licensing agreement


89,645



Unearned government grant


8,737



Other noncurrent liabilities


17,032



844Total noncurrent liabilities


408,528



844Total liabilities


1,319,489



38,743Commitments and contingenciesSHAREHOLDERS EQUITY:Preferred stock, $0.01 par value; 25,000 shares
    authorized; no shares issued or outstanding at December 31,
    2007 and 2006






Common stock, $0.01 par value; 194,275 shares
    authorized; 70,963 and 59,596 shares issued at
    December 31, 2007 and 2006, respectively; 69,711 and
    58,125 shares outstanding at December 31, 2007 and
    2006, respectively


710



596Treasury stock, at cost; 1,252 and 1,471 shares at
    December 31, 2007 and 2006, respectively


(30,188)



(9,748)Additional paid-in capital


1,043,971



245,030Retained earnings


431,708



191,179Accumulated other comprehensive income


30,655



27,411Total shareholders equity


1,476,856



454,468Total liabilities and shareholders equity

$
2,796,345


$
493,211    102




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
 Consolidated
    Statements of Income(In thousands, except per share amounts)
  Year Ended December 31,2007


2006


2005Revenues:Transaction fees, net (including $13,657 and $15,411 with
    related-parties in 2006 and 2005, respectively)

$
490,358


$
273,629


$
136,976Market data fees (including $412 and $198 with related-parties
    in 2006 and 2005, respectively)


70,396



34,236



14,642Other (including $1,729, $1,984 and $1,934 with related-parties
    in 2007, 2006 and 2005, respectively)


13,539



5,934



4,247Total revenues


574,293



313,799



155,865Operating expenses:Compensation and benefits


101,397



49,750



35,753Professional services


23,047



11,395



10,124Patent royalty


1,705



9,039



1,491CBOT merger-related transaction costs


11,121







Selling, general and administrative


50,759



25,266



17,395Floor closure costs










4,814Settlement expense










15,000Depreciation and amortization


32,701



13,714



15,083Total operating expenses


220,730



109,164



99,660Operating income


353,563



204,635



56,205Other income (expense):Interest and investment income


11,865



8,565



3,090Interest expense


(18,641)



(231)



(613)Other income (expense), net


11,647



(426)



1,313Total other income, net


4,871



7,908



3,790Income before income taxes


358,434



212,543



59,995Income tax expense


117,822



69,275



19,585Net income

$
240,612


$
143,268


$
40,410Redemption adjustments to redeemable stock put










(61,319)Net income (loss) available to common shareholders

$
240,612


$
143,268


$
(20,909)Earnings (loss) per common share:Basic

$
3.49


$
2.54


$
(0.39)Diluted

$
3.39


$
2.40


$
(0.39)Weighted average common shares outstanding:Basic


68,985



56,474



53,218Diluted


70,980



59,599



53,218    103




---



##### Table of Contents



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














Comprehensive IncomeClass A Common


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, 2005





$




2,863


$
29



51,537


$
515



(1,534)


$
(5,541)


$
39,886


$
(6,087)


$
68,820


$
37,043


$



$
(2,516)


$
132,149Other comprehensive income (loss)














































(15,705)



91



66



(15,548)Exercise of common stock options


















145



2











864























866Issuance of restricted stock


































2,837



(2,467)



















370Amortization of deferred compensation






































1,655



















1,655Redemption adjustments to redeemable stock put










































(61,319)















(61,319)Cancellation of redeemable stock put


































78,901























78,901Issuance of common stock


2,500



25



























55,114























55,139Conversion of Class A common stock, Series 2 into
    common stock


15,900



159











(15,900)



(159)



































Net income










































40,410















40,410Balance, December 31, 2005


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 payment


























(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 payment


























(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)


$
1,476,856    104




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Consolidated Statements of Comprehensive
    Income
  Year Ended December 31,2007


2006


2005Net income

$
240,612


$
143,268


$
40,410Other comprehensive income:Foreign currency translation adjustments, net of tax of $655,
    $830 and ($476) for the years ended December 31, 2007, 2006
    and 2005, respectively


3,183



8,525



(15,705
)Change in available-for-sale securities, net of tax of $22,
    ($34) and $34 for the years ended December 31, 2007, 2006
    and 2005, respectively


61



(93
)


91Change in fair value of net investment hedges, net of tax of $40
    for the year ended December 31, 2005










66Comprehensive income

$
243,856


$
151,700


$
24,862    105




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
 Consolidated
    Statements of Cash Flows
    (In thousands)  Year Ended December 31,2007


2006


2005Operating activitiesNet income

$
240,612


$
143,268


$
40,410Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


32,701



13,714



15,083Gain on disposal of assets


(9,268)







Amortization of debt issuance costs


698



147



108Allowance for doubtful accounts


(615)



724



(27)Net realized gains on sales of available-for-sale investments


(171)



(882)



(770)Stock-based compensation


23,595



8,825



1,655Issuance of vested restricted stock










370Deferred taxes


(3,222)



(5,345)



(2,356)Excess tax benefits from stock-based compensation


(60,812)



(40,996)



Non-cash floor closure costs










560Changes in assets and liabilities:Customer accounts receivable:Trade, net


(4,919)



(19,397)



(5,447)Related-parties


(329)



1,325



(288)Prepaid expenses and other current assets


(2,359)



(4,310)



(2,778)Noncurrent assets


1,267



(510)



(1,320)Income taxes payable


74,003



37,791



2,994Accounts payable, accrued salaries and benefits, and other
    accrued liabilities


(3,400)



16,335



1,618Total adjustments


47,169



7,421



9,402Net cash provided by operating activities


287,781



150,689



49,812Investing activitiesCapital expenditures


(30,999)



(12,377)



(8,610)Capitalized software development costs


(12,267)



(7,438)



(5,123)Cash paid for acquisitions, net of cash acquired


(480,114)







Purchase of intangible assets


(61,099)







Proceeds from sale of assets


13,269







Cost method investment


(40)



(36,937)



Proceeds from sales of available-for-sale investments


272,771



346,090



58,755Purchases of available-for-sale investments


(332,357)



(309,227)



(166,575)Capitalized acquisition costs


(121)



(4,124)



(Increase) decrease in restricted cash


(6,431)



(3,615)



4,433Net cash used in investing activities


(637,388)



(27,628)



(117,120)Financing activitiesExcess tax benefits from stock-based compensation


60,812



40,996



Payments on capital lease obligations










(482)Net proceeds from issuance of common stock






290



55,139Proceeds from credit facility


250,000







Repayments of credit facilities


(28,125)







(25,000)Issuance costs for credit facilities


(2,375)







(194)Payments relating to treasury shares received for restricted
    stock and stock option tax payments and exercises


(25,484)



(4,953)



Proceeds from exercise of common stock options


9,931



22,006



866Net cash provided by financing activities


264,759



58,339



30,329Effect of exchange rate changes on cash and cash equivalents


188



2,855



(4,218)Net increase (decrease) in cash and cash equivalents


(84,660)



184,255



(41,197)Cash and cash equivalents, beginning of year


204,257



20,002



61,199Cash and cash equivalents, end of year

$
119,597


$
204,257


$
20,002Supplemental cash flow disclosureCash paid for income taxes

$
54,255


$
38,279


$
19,058Cash paid for interest

$
14,586


$
86


$
543Supplemental noncash investing and financing activitiesRedemption adjustments to redeemable stock put

$



$



$
(61,319)Cancellation of redeemable stock put

$



$



$
78,901    106




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes
    to Consolidated Financial Statements
  1.
    Nature of
    Business and Organization            2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
   107




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Use of
    Estimates
    Segment
    and Geographic Information
    Cash
    and Cash Equivalents
    Restricted
    Cash
    Short-Term
    and Long-Term Investments
  Accounting for Certain Investments in Debt and
    Equity Securities.
    Cost
    Method Investments
   108




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Margin
    Deposits and Guaranty Funds
      Property
    and Equipment
    Software
    Development Costs
  98-1, Accounting for Costs of Computer Software Developed or
    Obtained for Internal Use.
  Goodwill
    and Indefinite-Lived Intangible Assets
    Disclosures
 109




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  about Segments of an Enterprise and Related Information Goodwill and Other
    Intangible Assets
    Intellectual
    Property
    Impairment
    of Long-Lived Assets and Finite-Lived Intangible
    Assets
    Income
    Taxes
    Revenue
    Recognition
   110




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Sources
    of Supplies
    Credit
    Risk and Significant Customers
     111




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Stock-Based
    Compensation
  Share-Based Payment Accounting for
    Stock-Based Compensation Accounting for
    Stock Issued to Employees
           112




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Accounting for Stock-Based Compensation 
    Transaction and Disclosure.
  Year EndedDecember 31,2005(In thousands, exceptper share amounts)Net loss available to common shareholders, as reported

$
(20,909
)Add: Stock-based compensation expense included in reported net
    loss, net of tax


1,358Deduct: Total stock-based compensation expense determined under
    the fair value method for all awards, net of tax


(7,218
)Net loss available to common shareholders, pro forma

$
(26,769
)Loss per common share:Basic  as reported

$
(0.39
)Diluted  as reported

$
(0.39
)Basic  pro forma

$
(0.50
)Diluted  pro forma

$
(0.50
)    113




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings
    Per Common Share
    Treasury
    Stock
    Fair
    Value of Financial Instruments
  Disclosure about the Fair Value of
    Financial Instruments
    Foreign
    Currency Translation Adjustments and Foreign Currency
    Transaction Gains and Losses
  Foreign Currency
    Translation
   114




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Marketing
    and Promotional Fees
    New
    Accounting Pronouncements
  Accounting for Uncertainty in
    Income Taxes- an Interpretation of FASB Statement
    No. 109 Accounting for Income Taxes
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an Amendment of FASB Statement
    No. 115
  3.
    Acquisitions   115




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      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     Purchase
    Price Allocation for ICE Futures U.S. Acquisition
    Cash and cash equivalents and short-term investments

$
39,945Margin deposits and guaranty funds


784,385Other current assets


14,993Property and equipment


16,149Goodwill


890,466Identifiable intangible assets


327,500Other noncurrent assets


24,587Accounts payable and other accrued liabilities


(37,985
)Accrued restructuring costs


(14,366
)Margin deposits and guaranty funds


(784,385
)Deferred tax liabilities


(113,930
)Other long-term liabilities


(11,741
)Unearned government grant


(12,176
)Total purchase price allocation

$
1,123,442  116




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Disclosures about
    Segments of an Enterprise and Related Information Goodwill and
    Other Intangible Assets
  Identifiable
    Intangible Assets for ICE Futures U.S. Acquisition
    Accumulated


Net BookIntangible Asset

Fair Value


Amortization


Value


Useful LifeAgriculture and soft commodity trading products

$
195,200


$



$
195,200


IndefiniteFinancial trading products


14,400



389



14,011


20 yearsCustomer relationships


29,700



1,857



27,843


17-20 yearsTechnology


7,900



2,546



5,354


3 yearsNon-compete agreements


12,000



3,400



8,600


2-5 yearsDCM/DCO designation


68,300







68,300


IndefiniteTotal

$
327,500


$
8,192


$
319,308    117




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Accrued
    Restructuring Costs for ICE Futures U.S.
    Acquisition
    Reserve balance, January 12, 2007

$
11,040Increase in reserve


3,326Cost applied against the reserve


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

$
2,605   Pro
    Forma Financial Information for ICE Futures U.S.
    Acquisition
      Year EndedDecember 31,2006Revenues

$
409,568Net Income

$
139,817Earnings per common share  Basic

$
2.09Earnings per common share  Diluted

$
2.00   Other
    Acquisitions
   118




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
              4.
    Restricted
    Cash     119




---



##### 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 ValueGovernment securities

$
418


$



$
1


$
417Corporate bonds


28,757



106



46



28,817Municipal bonds


111,721











111,721Total

$
140,896


$
106


$
47


$
140,955     Gross

GrossUnrealized

Unrealized

EstimatedCost

Gains

Losses

Fair ValueMunicipal bonds

$
77,356


$



$
2


$
77,354     EstimatedFairValueMaturities:Due within 1 year

$
17,252Due within 1 year to 5 years


12,809Due within 5 years to 10 years


Due after 10 years


110,894Total

$
140,955      120




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Cost
    Method Investments    7.
    Property
    and Equipment    December 31,


Depreciation2007


2006


Period(In thousands)


(In years)Computer and network equipment

$
46,393


$
25,786



3Software and internally developed software


70,336



52,629



3Office furniture and equipment


11,707



4,168



5Leasehold improvements


14,492



2,906



7142,928



85,489Less accumulated depreciation and amortization


(79,404
)


(59,209
)Property and equipment, net

$
63,524


$
26,280     8.
    Goodwill
    and Other Intangible Assets    Goodwill balance at January 1, 2006

$
73,967Other activity


5,608Goodwill balance at December 31, 2006


79,575Acquisition of ICE Futures U.S.


890,466Other acquisitions


37,801Other activity


1,845Goodwill balance at December 31, 2007

$
1,009,687  121




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      December 31,2007


2006


Useful Life(In thousands)


(In years)Customer relationships

$
62,709


$
5,769



4 to 20Russell licensing rights


149,796







7Trading products with finite lives


14,400







20Non-compete agreements


15,502







2 to 5Technology


9,383







3Other


665



665



5252,455



6,434Less accumulated amortization


(15,754
)


(6,267
)Total finite-lived intangible assets, net


236,701



167Trading products with indefinite-lives


216,858



DCM/DCO designation for ICE Futures U.S.


68,300



Other


15,863



1,384Total other indefinite-lived intangible assets


301,021



1,384Total other intangible assets, net

$
537,722


$
1,551       2008

$
25,7342009


36,1232010


32,2942011


31,8582012


30,461Thereafter


80,231$
236,701  122




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Credit
    Facility         123




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      10.
    Redeemable
    Stock Put         124




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  11.
    Shareholders
    Equity  Common
    Stock
  1-for-1
  Stock
    Option Plans
      Weighted AverageNumber of


Exercise Price perOptions


OptionOutstanding at January 1, 2005


4,874,073


$
8.48Granted


509,950



18.01Exercised


(145,340
)


5.96Forfeited


(451,265
)


9.15Outstanding at December 31, 2005


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



35.91  125




---



##### 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


1,311,920


$
32.57



7.07


$
209,821Exercisable


936,690


$
15.59



6.58


$
165,707       Weighted AverageOptions

Remaining

OptionsExercise Price

Outstanding

Contractual Life

Exercisable(Years)$  4.20 -   7.04


22,953



3.1



22,9538.00 -  12.00


916,214



6.5



785,84126.00 -  35.08


144,140



8.0



73,07881.25 - 104.23


167,654



9.0



54,818115.72 - 138.80


11,049



9.3



156.78 - 160.58


7,992



9.2



170.25 - 189.43


89,085



10.0



Total


1,359,087







936,690        126




---



##### Table of Contents



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

2007


2006


2005Risk-free interest rate


3.8
%


4.6
%


4.0
%Expected life in years


6



6



5Expected volatility


49
%


49
%


43
%Expected dividend yield


0
%


0
%


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

$
92.58


$
53.06


$
7.36     Restricted
    Stock Plans
        catch-up
 127




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      catch-up catch-up catch-up
  catch-up catch-up
 128




---



##### 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, 2005


1,430,183


$
7.80Granted


101,799



27.86Vested


(260,508
)


(8.36
)Nonvested at December 31, 2005


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


398,334



182.66Vested


(268,998
)


(21.91
)Forfeited


(32,276
)


(38.09
)Nonvested at December 31, 2007


1,436,129



73.56     Treasury
    Stock
   129




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12.
    Income
    Taxes    Year Ended December 31,2007


2006


2005(In thousands)Current tax expense:Domestic

$
72,623


$
44,576


$
11,787Foreign


48,144



30,359



10,464120,767



74,935



22,251Deferred tax expense (benefit):Domestic


(4,393
)


(2,370
)


(2,361
)Foreign


1,448



(3,290
)


(305
)(2,945
)


(5,660
)


(2,666
)Total tax expense

$
117,822


$
69,275


$
19,585  130




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2007


2006(In thousands)Deferred tax assets:Deferred and stock-based compensation

$
7,478


$
3,189Accrued expenses


9,904



202Tax credits


8,446



453NOL carryforward


1,888



Other


3,398



161Total


31,114



4,005Valuation allowance


(2,718
)


Total deferred tax assets, net of valuation allowance


28,396



4,005Deferred tax liabilities:Property and equipment


(6,772
)


(34
)Acquired intangibles


(122,642
)


Tax accrued on undistributed earnings of foreign subsidiaries






(3,369
)Other


(2,813
)


(1,383
)Total deferred tax liabilities


(132,227
)


(4,786
)Net deferred tax liabilities


(103,831
)


(781
)Net current deferred tax assets (liabilities)


4,908



(908
)Net noncurrent deferred tax assets (liabilities)

$
(108,739
)

$
127       Year EndedDecember 31,2007


2006


2005Statutory federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal benefit


2.0



1.1



0.8Tax credits


(2.2
)


(0.2
)


(2.7
)Jobs Act repatriation










(3.4
)Foreign tax rate differential


(2.3
)


(3.2
)


3.3Other


0.4



(0.1
)


(0.4
)Total provision for income taxes


32.9
%


32.6
%


32.6
%    131




---



##### Table of Contents



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

$
11,963  132




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      13.
    Related-Parties      14.
    Unearned
    Government Grant   133




---



##### Table of Contents



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

$
1,7482009


1,7482010


1,7482011


1,748Thereafter


3,493Total

$
10,485   15.
    Clearing
    Organizations    intra-day
 134




---



##### Table of Contents



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


ICE Clear Canada


Total(In thousands)Original margin

$
774,593


$
382


$
774,975Variation margin


7,895



6,554



14,449Guaranty Fund


1,768



860



2,628Total

$
784,256


$
7,796


$
792,052        135




---



##### Table of Contents



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


MoneySecurities at


MarketFace Value


Mutual Fund(In thousands)Original margin

$
3,139,010


$
834,310Guaranty Fund


94,443



Total

$
3,233,453


$
834,310     CanadianGovernmentSecurities at


LettersFace Value


of Credit(In thousands)Original margin

$
40,897


$
18,925Guaranty Fund


17,751



Total

$
58,648


$
18,925       16.
    Commitments
    and Contingencies  Leases
    2008

$
10,7212009


9,5592010


9,3852011


9,1812012


7,254Thereafter


12,057$
58,157  136




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Russell
    Licensing Agreement
  ® ® ® ® ® ® ® ® ® ®
       137




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Patent
    Licensing Agreement
    ICE
    Futures U.S. eSpeed Agreement
    Middle
    East Sour Crude Oil Futures Contract Liquidity Provider
    Program
       138




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Employment
    Agreements
      Legal
    Proceedings
       139




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  U.S. and/or
          and/or
 140




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      17.
    Employee
    Benefit Plans        18.
    CBOT
    Merger-Related Transaction Costs    19.
    Settlement
    Expense   141




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    20.
    Floor
    Closure Costs  Accounting for Costs Associated with Exit or Disposal
    Activities Employers
    Accounting for Postemployment Benefits.
  Floor Closure CostExpense-YearEndedDecember 31,2005(In thousands)Lease termination costs

$
2,572Employee termination benefits


1,262Other contract termination costs


273Other associated costs


707Total floor closure costs

$
4,814     21.
    Segment
    Reporting  Disclosures about
    Segments of an Enterprise and Related Information
 142




---



##### 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  143




---



##### 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  144




---



##### 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, 2005:Revenues from external customers

$
84,179


$
60,082


$
11,604


$
155,865Intersegment revenues


11,034



5,108



1,864



18,006Floor closure costs






4,814







4,814Settlement expense


15,000











15,000Depreciation and amortization


12,609



2,464



10



15,083Interest and investment income


1,076



2,013



1



3,090Interest expense


613











613Income tax expense


7,698



9,606



2,281



19,585Net income


18,335



17,838



4,237



40,410Total assets


213,518



47,473



4,779



265,770Capital expenditures and software development costs


9,557



4,150



26



13,733Goodwill and other intangibles, net


76,054











76,054Net cash provided by operating activities


20,459



23,719



5,634



49,812   Geographic
    areas:
  EuropeanUnited States


Union


Total(In thousands)Year ended December 31, 2005:Revenues

$
90,202


$
65,663


$
155,865As of December 31, 2005:Property and equipment, net


11,974



8,374



20,348Goodwill and other intangibles, net


76,054







76,054    145




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  22.
    Earnings
    Per Common Share    Years Ended December 31,2007


2006


2005(In thousands, except per share amounts)Basic:Net income (loss) available to common shareholders

$
240,612


$
143,268


$
(20,909
)Weighted average common shares outstanding


68,985



56,474



53,218Basic earnings (loss) per common share

$
3.49


$
2.54


$
(0.39
)Diluted:Weighted average common shares outstanding


68,985



56,474



53,218Effect of dilutive securities:Stock options and restricted stock


1,995



3,125



Diluted weighted average common shares outstanding


70,980



59,599



53,218Diluted earnings (loss) per common share

$
3.39


$
2.40


$
(0.39
)    146




---



##### Table of Contents



IntercontinentalExchange,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  23.
    Quarterly
    Financial Data (Unaudited)    1st
    Qtr(a)


2nd
    Qtr(b)


3rd
    Qtr


4th
    Qtr(In thousands, except per share amounts)Year Ended December 31, 2007Revenues

$
126,608


$
136,654


$
151,735


$
159,296Operating income


79,643



76,529



100,864



96,527Net income available to common shareholders


55,586



53,693



66,681



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

$
0.82


$
0.78


$
0.96


$
0.93Diluted

$
0.80


$
0.75


$
0.93


$
0.90Year Ended December 31, 2006Revenues

$
50,282


$
73,591


$
94,662


$
95,264Operating income


27,653



47,416



65,382



64,184Net income available to common shareholders


19,664



30,967



43,645



48,992Earnings per common share(c):Basic

$
0.35


$
0.55


$
0.77


$
0.85Diluted

$
0.33


$
0.52


$
0.73


$
0.81     (a)
    
    The Company recognized a net gain on disposal of an asset of
    $9.3 million during the first quarter of 2007.
    (Note 4).(b)
    
    The Company recognized $11.1 million in CBOT merger-related
    transaction costs during the second quarter of 2007
    (Note 18).(c)
    
    The annual earnings per common share may not equal the sum of
    the individual quarters earnings per common share due to
    rounding. 147




---



##### 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,
 148




---



##### 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, 2007 and
    2006.
    Consolidated Statements of Income for the years ended
    December 31, 2007, 2006 and 2005.
    Consolidated Statements of Changes in Shareholders Equity
    for the years ended December 31, 2007, 2006 and 2005. 149




---



##### Table of Contents




    Consolidated Statements of Comprehensive Income for the years
    ended December 31, 2007, 2006 and 2005.
    Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006 and 2005.
    Notes to Consolidated Financial Statements.  Financial Statement Schedules
    Exhibits
    Exhibits
   150




---



##### 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 13, 2008/s/  Scott
    A. HillScott
    A. Hill

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

February 13, 2008/s/  Charles
    R. CrispCharles
    R. Crisp

Director

February 13, 2008/s/  Fredrick
    W. HatfieldFredrick
    W. Hatfield

Director

February 13, 2008/s/  Jean-Marc
    ForneriJean-Marc
    Forneri

Director

February 13, 2008/s/  Terrence
    F. MartellTerrence
    F. Martell

Director

February 13, 2008/s/  Sir
    Robert ReidSir
    Robert Reid

Director

February 13, 2008 151




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##### Table of Contents



Signatures

Title

Date/s/  Frederic
    V. SalernoFrederic
    V. Salerno

Director

February 13, 2008/s/  Richard
    L. SandorRichard
    L. Sandor, Ph.D.

Director

February 13, 2008/s/  Fred
    W. SchoenhutFred
    W. Schoenhut

Director

February 13, 2008/s/  Judith
    A. SprieserJudith
    A. Sprieser

Director

February 13, 2008/s/  Vincent
    TeseVincent
    Tese

Director

February 13, 2008  152




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##### Table of Contents



FINANCIAL
    STATEMENT SCHEDULE
  INTERCONTINENTALEXCHANGE,
    INC. AND SUBSIDIARIES
  SCHEDULE II 
    CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
 Years Ended December 31, 2007, 2006 and 2005
  AdditionsBalance at


Charged toBeginning of


Costs and





Balance atDescription

Year


Expenses(1)


Deductions(2)


End of Year(In thousands)Year 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
)

$
985Year Ended December 31, 2005:Allowance for doubtful accounts

$
171


$
189


$
(99
)

$
261     (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 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. 153




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##### Table of Contents



INDEX TO
    EXHIBITS



The following exhibits are filed with this Report. We will
    furnish any exhibit upon request to IntercontinentalExchange,
    Inc., Investor Relations, 2100 RiverEdge Parkway,
    Suite 500, Atlanta, Georgia 30328. ExhibitNumber



Description of Document2
.1



Merger Agreement, dated September 14, 2006, among
    IntercontinentalExchange, Inc., Board of Trade of the City of
    New York, Inc., and CFC Acquisition Co., including the forms of
    certificate of incorporation and bylaws of the surviving
    corporation which are Exhibits A and B to the Merger
    Agreement (incorporated by reference to Exhibit 2.1 to
    ICEs registration statement on
    Form S-4,
    filed with the SEC on November 16, 2006, File
    No. 333-138312).2
.2



First Amendment to Merger Agreement, dated as of
    October 30, 2006, among IntercontinentalExchange, Inc.,
    Board of Trade of the City of New York, Inc., and CFC
    Acquisition Co. (incorporated by reference to Exhibit 2.2
    to ICEs registration statement on
    Form S-4,
    filed with the SEC on November 16, 2006, File
    No. 333-138312).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 3.2 to ICEs
    Annual Report on
    Form 10-K,
    filed with the SEC on March 10, 2006, File
    No. 001-32671).10
.1



Employment Agreement, dated as of September 27, 2004,
    between IntercontinentalExchange, Inc. and Jeffrey C. Sprecher
    (incorporated by reference to Exhibit 10.1 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.2



Employment Agreement, dated as of April 14, 2003, between
    IntercontinentalExchange, Inc. and Charles A. Vice (incorporated
    by reference to Exhibit 10.2 to ICEs registration
    statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.3



Employment Agreement, dated as of April 14, 2003, between
    IntercontinentalExchange, Inc. and Richard V. Spencer
    (incorporated by reference to Exhibit 10.3 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.4



Employment Agreement, dated as of May 12, 2006, between
    IntercontinentalExchange, Inc. and David S. Goone (incorporated
    by reference to Exhibit 10.1 to ICEs Current Report
    on
    Form 8-K,
    filed with the SEC on May 17, 2006, File
    No. 001-32671).10
.5



Employment Agreement, dated as of May 9, 2003, between
    IntercontinentalExchange, Inc. and Edwin D. Marcial
    (incorporated by reference to Exhibit 10.5 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.6



Employment Agreement, dated as of May 24, 2004, between
    IntercontinentalExchange, Inc. and Johnathan H. Short
    (incorporated by reference to Exhibit 10.6 to ICEs
    registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.7



IntercontinentalExchange, Inc. 2000 Stock Option Plan
    (incorporated by reference to Exhibit 10.1 to ICEs
    Quarterly Report on
    Form 10-Q,
    filed with the SEC on May 21, 2007, File
    No. 001-32671).10
.8



IntercontinentalExchange, Inc. 2003 Restricted Stock Deferral
    Plan for Outside Directors (incorporated by reference to
    Exhibit 10.8 to ICEs Annual Report on
    Form 10-K,
    filed with the SEC on March 10, 2006, File
    No. 001-32671).10
.9



IntercontinentalExchange, Inc. 2004 Restricted Stock Plan
    (incorporated by reference to Exhibit 10.9 to ICEs
    Annual Report on
    Form 10-K,
    filed with the SEC on March 10, 2006,
    File No. 001-32671).10
.10



IntercontinentalExchange, Inc. 2005 Equity Incentive Plan
    (incorporated by reference to Exhibit 10.2 to ICEs
    Quarterly Report on
    Form 10-Q,
    filed with the SEC on May 21, 2007,
    File No. 001-32671).10
.11



Amendment and Restatement Agreement, dated as of October 9,
    2003, between The London Clearing House Limited and
    IntercontinentalExchange, Inc. (incorporated by reference to
    Exhibit 10.12 to ICEs registration statement on
    Form S-1,
    filed with the SEC on October 14, 2005, File
    No. 333-123500).* 154




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##### Table of Contents



ExhibitNumber



Description of Document10
.12



Clearing Services Agreement, dated as of October 2003, between
    The International Petroleum Exchange of London Limited and The
    London Clearing House Limited (incorporated by reference to
    Exhibit 10.13 to ICEs registration statement on
    Form S-1,
    filed with the SEC on October 14, 2005, File
    No. 333-123500).*10
.13



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
.14



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
.15



First Amendment to 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).10
.16



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
.17



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
.18



AT&T Master Agreement (MA Reference No. MA
    35708) and Addendum to Master Agreement, dated as of
    April 8, 2002, between AT&T Corporation and
    IntercontinentalExchange, Inc. (incorporated by reference to
    Exhibit 10.19 to ICEs registration statement on
    Form S-1,
    filed with the SEC on June 13, 2005, File
    No. 333-123500).10
.19



Lease of Part (Offices) (WTC/Q/W (Part): 2.18.1, dated
    April 24, 1996, between Clipper Investments Limited and The
    International Petroleum Exchange of London Limited (incorporated
    by reference to Exhibit 10.20 to ICEs registration
    statement on
    Form S-1,
    filed with the SEC on June 6, 2005, File
    No. 333-123500).*10
.20



Resident Members Agreement, dated as of December 2,
    1983, between St.
    Katharine-By-The-Tower
    Limited and Aegis Insurance Services Group Limited (incorporated
    by reference to Exhibit 10.21 to ICEs registration
    statement on
    Form S-1,
    filed with the SEC on June 6, 2005, File
    No. 333-123500).*10
.21



Resident Members Agreement, dated as of November 28,
    1991, between St.
    Katharine-By-The-Tower
    Limited and The International Petroleum Exchange of London
    Limited (incorporated by reference to Exhibit 10.22 to
    ICEs registration statement on
    Form S-1,
    filed with the SEC on June 6, 2005, File
    No. 333-123500).*10
.22



Lease of Part (Offices) (Suite Ref. 2.17), dated as of
    April 28, 2003, between Inter One Limited and Inter Two
    Limited and The International Petroleum Exchange of London
    Limited (incorporated by reference to Exhibit 10.23 to
    ICEs registration statement on
    Form S-1,
    filed with the SEC on June 6, 2005, File
    No. 333-123500).*10
.23



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
.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). 155




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##### Table of Contents



ExhibitNumber



Description of Document10
.25



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
.26



Form of Registration Rights Agreement by and among
    IntercontinentalExchange, Inc. and the parties listed in
    Annex A thereto (incorporated by reference to
    Exhibit 10.30 to ICEs registration statement on
    Form S-1,
    filed with the SEC on October 25, 2005, File
    No. 333-123500).10
.27



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
.28



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).10
.29



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
.30



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
.31



Employment Agreement dated as of April 30, 2007, between
    IntercontinentalExchange, Inc. and Scott A. Hill (incorporated
    by reference to Exhibit 10.1 to ICEs Current Report
    on
    Form 8-K,
    filed with the SEC on May 2, 2007, File
    No. 001-32671).10
.32



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).*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. 156