1. Nature of Business and Organization

IntercontinentalExchange, Inc. (the "Company") is a leading operator of global futures exchanges, over-the-counter ("OTC") markets, derivatives clearing houses and post-trade services. The Company owns and operates:

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ICE Futures Europe, which operates as a United Kingdom ("U.K.") Recognized Investment Exchange for the purpose of price discovery, trading and risk management within the energy and environmental commodity futures and options markets;

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ICE Futures U.S., Inc. ("ICE Futures U.S."), which operates as a United States ("U.S.") Designated Contract Market ("DCM") for the purpose of price discovery, trading and risk management within the agricultural commodity, equity index and currency futures and options markets;

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ICE Futures Canada, Inc. ("ICE Futures Canada"), which operates as a Canadian derivatives exchange for the purpose of price discovery, trading and risk management within the agricultural futures and options markets;

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ICE U.S. OTC Commodity Markets, LLC ("ICE U.S. OTC"), an OTC exempt commercial market ("ECM") for energy commodities and derivatives;

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Creditex Group Inc. ("Creditex"), which operates in the OTC credit default swap ("CDS") trade execution markets; and

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Five central counterparty clearing houses, including ICE Clear Europe Limited ("ICE Clear Europe"), ICE Clear U.S., Inc. ("ICE Clear U.S."), ICE Clear Canada, Inc. ("ICE Clear Canada"), ICE Clear Credit LLC ("ICE Clear Credit") and The Clearing Corporation ("TCC").

ICE Futures Europe is subject to extensive regulation in the United Kingdom by the Financial Services Authority ("FSA"), in accordance with the Financial Services and Markets Act. ICE Futures U.S. is subject to extensive regulation in the United States by the Commodity Futures Trading Commission ("CFTC") under the Commodity Exchange Act. ICE Futures Canada is subject to extensive regulation by the Manitoba Securities Commission, under the Commodity Futures Act (Manitoba). ICE Futures Europe, ICE Futures U.S. and ICE Futures Canada are self-regulatory organizations that have developed surveillance and compliance operations and procedures to monitor and enforce compliance by market participants with its rules and are under the audit jurisdictions of its regulators with respect to these self-regulatory functions.

The Company currently operates its OTC energy markets through ICE U.S. OTC as an ECM pursuant to the Commodity Exchange Act and regulations of the CFTC. As an ECM, ICE U.S. OTC is required to file a notice with the CFTC, provide the CFTC with access to its trading system and certain trading reports and respond to requests for information or records from the CFTC. Creditex Securities Corporation, a subsidiary of Creditex, is registered as a broker-dealer in securities under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority.

ICE Clear Europe clears and settles contracts for ICE Futures Europe, OTC energy and European CDS contracts and ICE Clear Europe is regulated by the FSA as a Recognized Clearing House, and is also regulated by the CFTC as a U.S. Derivatives Clearing Organization ("DCO"). ICE Futures U.S. owns its clearing house, ICE Clear U.S., which clears and settles contracts traded on, or subject to the rules of, ICE Futures U.S. ICE Clear U.S. is a DCO and is regulated by the CFTC. ICE Futures Canada owns its clearing house, ICE Clear Canada, which clears and settles contracts traded on, or subject to the rules of, ICE Futures Canada. ICE Clear Canada is a recognized clearing house under the provisions of the Commodity Futures Act (Manitoba) and is regulated by the Manitoba Securities Commission. TCC is a DCO that is regulated by the CFTC that performs clearing and settlement services to its participants for trades in Chicago Climate Futures Exchange futures contracts.

ICE Clear Credit was formerly known as ICE Trust U.S. LLC ("ICE Trust"), which was previously regulated by the Federal Reserve and the New York State Banking Department as a limited liability trust company. Effective July 16, 2011, ICE Trust became a CFTC-regulated DCO and Securities and Exchange Commission ("SEC") regulated securities clearing agency. To recognize its transition from a limited liability trust company, ICE Trust converted from a New York trust company to a Delaware limited liability company and changed its name to ICE Clear Credit. ICE Clear Credit clears and settles North American CDS contracts.