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Best regards
Zmags
What is our business?
“Success always obsoletes the ver y behavior that achieved it. It always creates new realities. It always creates, above all, its own and different
problems. It is not easy for the management of a successful company to ask, `What is our business?' Everybody in the company thinks that
the answer is so obvious as not to deserve discussion. It is never popular to argue with success, never popular to rock the boat. But the
management that does not ask `What is our business?' when the company is successful is, in effect, smug, lazy and arrogant. It will not be long
before success will turn into failure.” – Peter F. Drucker
Dear Fellow Shareholder:
I am proud of the performance of IntercontinentalExchange (ICE) in 2011,
especially in light of the uncertain regulatory and economic environment
in which it was achieved.We again d
What is our business? “Success always obsol
first cleared sovereign CDS in our industry — duri
Letter to Shareholders (continued) futures cont
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
INTERCONTINENTALEXCHANGE, INC. ANNUAL R
PART I In this Annual Report on Form 10-K, unles
· conditions in global financial market
clearing a broad array of energy and agricultural
We operate and manage our business on th
ICE Futures U.S. is a leading global fut
· geographic and product diversity with multiple
The following table shows the gross noti
development of new traded contracts, platforms fo
Our Growth Strategy The record consolid
the March 2009 launch of ICE Clear Credit and the
natural gas, coal and power. Our largest contract
These clearing houses clear, settle and
financial obligations become exceptionally large
provide liquidity for the clearing operations of
energy contracts were $371.9 million for the year
Our CDS clearing solutions were designed
our energy futures markets, either directly as me
member ceased its operations, we believe that the
Effective July 16, 2011, ICE Clear Credi
leading hardware, software and networking provide
and over 4,000 connections to our platform throug
for contact organization and quote distribution.
markets. The foundation for ICEcap is our enterpr
electronic trading platforms and voice brokers. P
ICE Futures U.S. competes with tradition
ICE Futures U.S. holds exclusive license
crisis management plans that address responses to
do not meet the definition of significant price d
(futures in one class and swaps in another class)
the CFTC and in Europe, legislative bodies are co
recognized clearing house, enjoy statutory immuni
Regulation in Canada ICE Futures Canada
Since our business is primarily transaction-based
contractual price risk or take speculative or arb
represented 34%, 32% and 30% of our consolidated
access provision that would require a clearing ho
In addition, our regulators have broad e
especially for CDS products, and although we beli
the loan market constrained and be unable to secu
We intend to continue offering new products and t
including regulatory or government approvals or c
industry is characterized by rapid technological
We could experience system failures due
Fluctuations in foreign currency exchange rates m
matched principal transactions accounted for appr
We have filed patent applications in the
ITEM 1 (B). UNRESOLVED STAFF COMMENTS None. IT
ITEM 4 (A). EXECUTIVE OFFICERS OF INTERCONTINE
he developed institutional and corporate business
PART II ITEM 5. MARKET FOR REGISTRANT'S COMM
Equity Compensation Plan Information Th
not have an expiration date. Under a trading plan
(1) We acquired several companies during the year
(1) We have historically invested a portion of ou
We conduct our regulated U.K.-based ener
Contract Markets are now subject to new core prin
We have applied to register our ICE Trad
On July 15, 2011, we acquired 31.6 milli
· Compensation and benefits expenses increased
· Regulatory Considerations: The implementati
Our Futures Segment The following table presents
Revenues in our ICE ECX emission futures
A futures contract is a standardized con
The following table presents key futures
counterparty to a trade and, for bilateral trades
The following table presents the total v
The following table presents the OTC average dail
Consolidated Operating Expenses The following ta
Consolidated Non-Operating Income (Expenses) The
36% for the years ended December 31, 2011, 2010 a
Quarterly Results of Operations We beli
Liquidity and Capital Resources Since
Cash Flow The following tables present the major
Financing Activities Consolidated net c
The entire unpaid principal amount of th
reason, we may need to incur additional debt or i
Adjusted net income attributable to ICE
interest expenses related to our New Credit Facil
settlement because it is not possible to reasonab
Russell licensing agreement. We do not amortize g
reporting units have significantly exceeded their
Income Taxes We are subject to income t
December 31, 2011, 2010 and 2009, respectively. D
were denominated in pounds sterling, euros or Can
Our investment in Cetip was recorded as
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FIN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTIN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTIN
IntercontinentalExchange, Inc. and Subsidiaries
IntercontinentalExchange, Inc. and Subsidiaries
IntercontinentalExchange, Inc. and Subsidiaries
IntercontinentalExchange, Inc. and Subsidiaries
IntercontinentalExchange, Inc. and Subsidiaries
IntercontinentalExchange, Inc. and Subsidiaries
Canada, which clears and settles contracts traded
Short-Term and Long-Term Restricted Cash
during the preliminary or maintenance project sta
assets. If these projected cash flows are less th
Other revenues are recognized as service
Earnings Per Common Share Basic earning
Recently Adopted and New Accounting Pronouncement
Under the terms of the acquisition, CLE
A portion of the CLE goodwill and other
Formation of CDS Clearing Operations T
Consistent with the other clearing house
$25.4 million increase in the stock price of Ceti
7. Property and Equipment Property and equipm
The Company completed the Ballista Secur
9. Credit Facilities On November 9,
The entire unpaid principal amount of th
options and restricted stock in the accompanying
As indicated in the table above, no stoc
The risk-free interest rate is based on
restricted shares awarded in January 2011 as the
Company recorded the receipt of the shares as tre
A reconciliation of the statutory U.S. f
The Company's non-U.S. subsidiaries had
The Company or one of its subsidiaries f
Each of the ICE Clearing Houses has equa
$40.0 million in contributions has not yet been d
December 31, 2011 is $5.8 billion, which includes
As of December 31, 2010, there were only
13. Commitments and Contingencies Leases
noncurrent liabilities relating to the minimum an
14. Employee Benefit Plans The Compa
In general, the Company uses Level 1 and
17. Segment Reporting The Company's
segment comprised 13% of the Company's futures re
19. Quarterly Financial Data (Unaudited)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO
Code of Ethics We have adopted a Code o
SIGNATURES Pursuant to the requirements
Signatures
FINANCIAL STATEMENT SCHEDULE INTERCONTINENTALEXC
INDEX TO EXHIBITS The following exhibit
Exhibit Number
Exhibit Number
Exhibit Number
EXHIBIT 10.23 LEASE AMENDMENT THIRTEEN (Expansi
2. Base Rent. Tenant shall pay monthly Base Rent
Building, Property, systems and equipment providi
Landlord fails to deliver possession of the entir
12. Whole Amendment; Full Force and Effect;
IN WITNESS WHEREOF, the parties have executed thi
EXHIBIT B WORK LETTER This Exhibit is a “Work L
II. PLANNING. The term “Plans” herein means
either approve the Construction Drawings and Engi
the revised Plans to Landlord for approval as a C
(b) Compliance and Standards. Tenant sh
loading dock. If required by Landlord, Tenant sha
quality or adequacy thereof or of the Plans or th
(c) “Work” herein means: (i) the improv
EXHIBIT 10.37 AIRCRAFT TIME SHARING AGREEMENT
2. Term. The term of this Agreement (the “
The term “Trip” shall mean a flight from a depart
f. Any other information concerning the pr
Operator shall not charge the Passenger for expen
purchase additional insurance to comply with appl
ANY ENGINE OR COMPONENT THEREOF INCLUDING,
14. Further Acts. Operator and Passenge
of the airport of departure and departure time fo
SCHEDULE A Type of Aircraft
EXHIBIT 10.38 AIRCRAFT TIME SHARING AGREEMENT
2. Term. The term of this Agreement (the “
The term “Trip” shall mean a flight from a depart
f. Any other information concerning the pr
Operator shall not charge the Passenger for expen
purchase additional insurance to comply with appl
ANY ENGINE OR COMPONENT THEREOF INCLUDING,
14. Further Acts. Operator and Passenge
of the airport of departure and departure time fo
SCHEDULE A Type of Aircraft
Name of Subsidiary IntercontinentalExchange Holdi
EXHIBIT 23.1
EXHIBIT 31.1 CERTIFICATIONS I, Jeffrey C. Spre
EXHIBIT 31.2 CERTIFICATIONS I, Scott A. Hill,
EXHIBIT 32.1 CERTIFIC
EXHIBIT 32.2 CERTIFIC
Executive Management Committee Jeffrey C. Sprec
IntercontinentalExchange Board of Directors Jef
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theice.com C