INTERCONTINENTALEXCHANGE, INC./CBOT HOLDINGS, INC.
PRESS RELEASE
Filed by
IntercontinentalExchange, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company:
CBOT Holdings, Inc.
(Commission File No. 001- 32650)
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Contact: |
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Kelly Loeffler, VP, Investor Relations & Corp. Communications
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Ellen Resnick |
IntercontinentalExchange
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Crystal Clear Communications |
770-857-4726
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773-929-9292 (o); 312-399-9295 (c) |
kelly.loeffler@theice.com
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eresnick@crystalclearPR.com |
IntercontinentalExchange, Inc. Reports Record
Quarterly Net Income of $55.6 Million, Up 183%;
Record Revenues of $126.6 Million, Up 152%; Diluted EPS of $0.80
*** Record Quarterly Volume as ICE Energy ADV Exceeds One Million Contracts ***
*** NYBOT Synergies Exceed Initial Expectations ***
ATLANTA, GA (May 2, 2007) IntercontinentalExchange, Inc. (NYSE: ICE) reported record quarterly
consolidated net income for the first quarter of 2007 of $55.6 million, an increase in quarterly
earnings of 183% compared to $19.7 million in net income for the first quarter of 2006.
Consolidated revenues in the quarter increased 152% to a record $126.6 million, from $50.3 million
in the first quarter of 2006. Diluted earnings per share in the first quarter of 2007 were $0.80,
a 142% increase compared to $0.33 in the same period in 2006. ICE completed the acquisition of the
Board of Trade of the City of New York, Inc. (NYBOT) on January 12, 2007, when it became a
wholly-owned subsidiary of ICE. The first quarter of 2007 represents the first quarter that NYBOT
is included in ICEs financial results. NYBOT will be reported as a separate business segment in
the companys consolidated financial statements.
The record financial results were driven by strong volume during the quarter at ICE Futures, the
companys U.K. futures business segment; at NYBOT, ICEs U.S. futures business segment; in ICEs
global over-the-counter (OTC) business segment; and in the companys market data business segment,
which now includes the NYBOT market data business. ICEs total average daily volume (ADV) for its
electronically-traded energy contracts in ICEs global futures and OTC markets exceeded the
one-million contract mark for the first time, with ADV of 1.2 million contracts in the first
quarter of 2007, representing a 96% increase compared to ADV of 603,000 contracts in the prior
years first quarter.
This marks our fifth consecutive record quarter, and these results were achieved amid continued
rapid expansion of our markets while we executed on many key initiatives in our core
1
commodities business, said ICE Chairman and CEO Jeffrey C. Sprecher. In a highly competitive
environment, ICE continues to demonstrate its ability to innovate and to serve customers around the
globe, while maintaining its lead in the electronic energy markets and successfully adding new
products, customers and markets.
Sprecher added: During the quarter, we completed our acquisition of NYBOT, successfully launched
electronic trading in NYBOTs soft commodity contracts and integrated the NYBOT operations smoothly
and ahead of schedule. At the same time, we extended our reach into the energy markets, including
our technology and settlement alliance with NGX to expand even further into Canadian markets, our
purchase of the NGI indexes, and our continued work on new products including the ICE Middle East
Sour Crude futures contract. In addition, we were granted 60/40 tax treatment for qualified
U.S.-based ICE Futures customers, began developing a world-class clearing solution, and introduced
our new matching engine in our key OTC markets. Finally, we offered what we believe is a superior
proposal to merge with the Chicago Board of Trade, with a 13.4%, or $1.1 billion premium for CBOT
shareholders.
First Quarter Results
In the first quarter of 2007, ICEs consolidated revenues increased 152% to $126.6 million compared
to $50.3 million of revenues in the first quarter of 2006. Consolidated transaction fee revenues
increased 153% to $109.3 million in the first quarter of 2007, from $43.2 million in the first
quarter of 2006. Growth in transaction revenue was driven primarily by record trading volume in
both the U.K. futures and OTC business segments during the quarter, by new participants in ICEs
markets, and the addition of NYBOT. Excluding the NYBOT segment, ICEs first quarter consolidated
revenues more than doubled, rising 105% over the prior first quarter.
Transaction fee revenues at ICE Futures totaled $44.1 million in the first quarter of 2007, an
increase of 133% over $19.0 million in the same period in 2006. In the first quarter of 2007,
average daily volume for ICE Futures rose 89% to a record 531,000 contracts, compared to 281,000
contracts per day in the first quarter of 2006. The increased adoption of electronic trading in
the global energy futures markets and strong performance of ICE Futures global oil complex
contributed to the solid growth in volume. Rate per contract (RPC) for ICE Futures was $1.29 in
the first quarter of 2007, compared to $1.13 in the first quarter of 2006.
Transaction fee revenues at NYBOT totaled $17.9 million in the first quarter of 2007, and exclude
the first 12 days of January prior to the closing of the transaction. ICE introduced electronic
trading of NYBOTs soft commodity futures contracts on February 2, 2007, which led to several new
volume and open interest records, including an exchange-wide monthly volume record in April. NYBOT
volume in the first quarter of 2007 totaled a record 11.3 million contracts. RPC in all NYBOT soft
commodity products totaled $1.59 in the first quarter of 2007.
First quarter 2007 transaction fee revenues in the OTC business segment increased 95% to $47.3
million, compared to $24.3 million in the same period in 2006. First quarter average daily
commissions for ICEs OTC segment increased 98% to a record $755,000, compared to $381,000 per day
in the first quarter of 2006. Average daily commissions reflect daily trading activity in the
companys OTC markets. ICEs OTC contract volume nearly doubled, to 39.8 million contracts compared
to 20.0 million contracts in the first quarter of the prior year.
Consolidated market data fee revenues in the market data business segment increased 133% during the
first quarter of 2007 to $14.0 million compared to $6.0 million in the same period in 2006.
Consolidated other revenues increased 217% during the first quarter to $3.2 million from $1.0
million in the same period in 2006.
2
Consolidated operating expenses for the first quarter of 2007 were $47.0 million, an increase of
108% compared to $22.6 million in the same period of 2006. The primary driver of the increase in
operating expenses was the result of expenses attributable to NYBOT following the acquisition. In
addition, ICE recorded a 72% increase in non-cash compensation expense of $3.8 million during the
first quarter, compared to $2.2 million in the same period in 2006. Finally, ICE incurred a 68%
increase in royalty expense relating to the Wagner patent resulting from the growth in futures
volume, to $1.7 million in the first quarter compared to $1.0 million in the same period in 2006.
On February 20, the Wagner patent expired, resulting in the termination of the patent royalty
expense going forward.
First quarter 2007 consolidated operating income was $79.6 million, up 188% compared to $27.7
million in the same period in 2006. This produced an operating margin of 63% for the first quarter
of 2007, compared to an operating margin of 55% for the same period in 2006.
In August 2006, ICE Futures entered into an agreement with a third party to sell its former
disaster recovery site in London. The sale was completed in February 2007, and ICE recognized a
pre-tax gain on disposal of an asset of $9.3 million, which was recognized as other income in the
first quarter of 2007. This asset sale resulted in earnings per diluted share of $0.08 for the
first quarter of 2007, based on the after-tax gain of $5.8 million.
The effective tax rate for the first quarter of 2007 was 36.7%, as compared to 31.6% for the first
quarter of 2006. The higher tax rate was primarily due to NYBOTs operations, for which the
effective tax rate is higher than ICEs historical effective tax rate.
Consolidated net income in the first quarter of 2007 was $55.6 million, up 183% compared to $19.7
million in the same period in 2006. Earnings per diluted share were $0.80, an increase of 142%
compared to $0.33 in the first quarter of 2006.
Capital expenditures in the first quarter of 2007 totaled $10.2 million compared to $1.9 million in
the same period of 2006. The increase in capital expenditures primarily relates to hardware
purchases to enhance the electronic trading and clearing platforms. Capitalized software
development costs totaled $2.6 million in the first quarter, up from $1.5 million in the first
quarter of 2006. Unrestricted cash and investments were $177.3 million as of March 31, 2007. ICE
ended the first quarter with $250.0 million in debt as a result of the NYBOT acquisition on January
12, 2007, which included a $415.0 million cash payment for merger consideration and merger related
expenses, of which $250.0 million was funded through a credit facility established on January 12,
2007.
ICE Clearing and NYBOT Integration Update
On Monday, ICE announced its clearing strategy including plans to establish a U.K. clearing house
under the name ICE Clear Europesm to complement ICEs U.S. clearing business by
leveraging common technology and clearing infrastructure. The New York Clearing Corp. (NYCC) will
be renamed ICE Clear USsm. ICE Clear will comprise two clearing houses; ICE Clear US
under the applicable regulatory oversight of the U.S. Commodity Futures Trading Commission, and ICE
Clear Europe under the oversight of the U.K. Financial Services Authority. In its April 30 press release,
ICE updated its clearing revenue and expense expectations for its clearing operations which are
expected to begin July 1, 2008.
In addition, ICE has updated its synergy estimates relating to the acquisition of NYBOT.
3
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Annual expense synergy expectations have increased to a range of $13 million to $14
million beginning in 2008. For 2007, $8 million to $9 million in expense synergies are
forecast. As of April 30, 2007, NYBOT headcount has been reduced to 226 employees from 285
employees at January 31, 2007, resulting in reduced compensation and benefits expenses at
NYBOT beginning mid-second quarter. The balance of expense reductions include reductions
in general and administrative, technology and marketing expenses. |
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Material expense synergies were not realized in the first quarter of 2007 due to the
proximity of the transaction closing in January and preparations for the launch of
electronic trading. |
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Revenue synergies forecast in 2007 range from $14 million to $15 million. This forecast
is based on a higher growth rate of NYBOTs existing contracts and the expansion in the
customer base as a result of the introduction of electronic trading. In addition, ICE will
launch electronic trading for NYBOTs foreign exchange, U.S. Dollar Index® and
the Russell Index® futures contracts in June. |
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The NYBOT board approved a modification for the pricing of all electronic NYBOT soft
commodity contracts as of June 1, 2007. The new pricing will be available on the NYBOT
website. |
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NYCC has begun developing cleared OTC agricultural contracts to complement NYBOTs soft
commodity futures contracts. Revenue projections and timelines have not been established,
and the introduction of these contracts is subject to Commodity Futures Trading Commission
approval. |
Other information
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ICE expects the diluted share count for the second quarter of 2007
to be in the range of 69.7 million to 70.2 million shares, and the
diluted share count for fiscal year 2007 to be in the range of
70.4 million to 71.2 million shares. |
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ICE made a proposal to the board of directors of CBOT Holdings,
Inc. (CBOT) to combine the two companies in a merger transaction.
Under the proposal ICE would issue 1.42 shares of ICEs common
stock for each CBOT Class A common share outstanding (or, should
CBOT Holdings be the surviving entity, CBOT Holdings would issue
the inverse number of CBOT Class A common shares for each ICE
common share outstanding), which would result in CBOT shareholders
owning approximately 51.5% of the combined company. |
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This morning, ICE announced April 2007 monthly volume. ADV in the
ICE Futures segment totaled 496,904 contracts, an increase of
62.8% over April 2006. NYBOT ADV was 244,322
contracts in April, an increase of 16% compared to April 2006.
Average daily commissions in the OTC segment were $647,787 in
April, an increase of 34% over $483,343 in April 2006. |
Earnings Conference Call Information
ICE will hold a conference call today, May 2, at 8:30 a.m. ET to review its first quarter financial
results. The call will be broadcast live over the Internet via the Investor Relations page of
ICEs website at www.theice.com. A slideshow will be available on the website in conjunction with
the
4
earnings call. The call will be temporarily archived on the website. Participants may also listen
via telephone by dialing (888) 202-2422 if calling from the United States, or (913) 981-5592 if
calling from outside of the United States. The passcode for all callers is 4260061. For
participants on the telephone, please place your call ten minutes prior to the start of the
conference call.
Historical futures volume and OTC commission data can be found at:
www.theice.com/marketdata/recordsAndVolumes/volumes2007.jsp
Volume and open interest information on NYBOT can be found at:
https://www.theice.com/nybot_volumes.jhtml
About IntercontinentalExchange
IntercontinentalExchange® (NYSE: ICE) operates the leading global, electronic
marketplace for trading both futures and OTC energy contracts and the leading soft commodity
exchange. ICEs markets offer access to a range of contracts based on crude oil and refined
products, natural gas, power and emissions, as well as agricultural commodities including cocoa,
coffee, cotton, ethanol, orange juice, wood pulp and sugar, in addition to currency and index
futures and options. ICE® conducts its energy futures markets through its U.K. regulated
London-based subsidiary, ICE Futures, Europes leading energy exchange. ICE Futures offers liquid
markets in the worlds leading oil benchmarks, Brent Crude futures and West Texas Intermediate
(WTI) Crude futures, trading nearly half of the worlds global crude futures by volume of commodity
traded. ICE conducts its agricultural commodity futures and options markets through its U.S.
regulated subsidiary, the New York Board of Trade®. For more than a century, the
NYBOT® has provided global markets for food, fiber and financial products. ICE was
added to the Russell 1000® Index on June 30, 2006. Headquartered in Atlanta, ICE also
has offices in Calgary, Chicago, Houston, London, New York and Singapore. For more information,
please visit www.theice.com and www.nybot.com.
Forward-Looking Statements
Certain statements in this Press Release may contain forward-looking information, including
information regarding IntercontinentalExchange, Inc., CBOT Holdings, Inc., and the combined company
after the completion of the possible merger, that are intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
These statements include, but are not limited to, statements about our business environment;
increasing competition; technological developments, including clearing developments; accuracy of
our cost estimates and expectations, adjustments to exchange fees or commission rates; our belief
that cash flows will be sufficient to fund our working capital needs and capital expenditures at
least through the end of 2008; our ability to increase the connectivity to our marketplace;
development of new products and services; pursuit of strategic acquisitions and alliances on a
timely, cost-effective basis; maintaining existing market participants and attracting new ones;
protection of our intellectual property rights and our ability to not violate the intellectual
property rights of others; changes in domestic and foreign regulations or government policy;
adverse litigation results; our belief in our electronic platform and disaster recovery system
technologies and the ability to gain access to comparable products and services if our key
technology contracts were terminated; the benefits of the merger involving ICE and the New York
Board of Trade, or NYBOT; and the risk that the businesses will not be integrated successfully or
the revenue opportunities, cost savings and other anticipated synergies from the merger may not be
fully realized or may take longer to realize than expected. In addition, statements about the
possible merger between ICE and CBOT, including future strategic and financial benefits, the plans,
objectives, expectations and intentions of ICE following the completion of the merger, and other
statements that are not historical facts are forward looking statements. Such statements are based
upon the current beliefs and expectations of ICEs management and are subject to significant risks
and uncertainties. Actual results may differ materially from those set forth in the forward-looking
statements.
The following factors, among others, could cause actual results to differ materially from those
expressed or implied in such forward-looking statements regarding the success of the proposed
transaction: the failure of CBOT to accept ICEs proposal and enter into definitive agreements to
effect the transaction, the risk that the revenue opportunities, cost savings and other anticipated
synergies from the merger may not be fully realized or may take longer to realize than expected;
superior offers by third parties; the ability to obtain governmental approvals and rulings on or
regarding the transaction on the proposed terms and schedule; the failure of ICE or CBOT
stockholders to approve the merger; the risk that the businesses will not be integrated
successfully; disruption from the merger making it difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on pricing, spending and third-party
relationships and revenues; social and political conditions such as war, political unrest or
terrorism; general economic conditions and normal business uncertainty. Additional risks and
factors are identified in ICEs filings with the Securities and Exchange Commission (the SEC),
including ICEs Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the
SEC on February 26, 2007.
5
You should not place undue reliance on forward-looking statements, which speak only as of the date
of this Press Release. Except for any obligations to disclose material information under the
Federal securities laws, ICE undertakes no obligation to publicly update any forward-looking
statements to reflect events or circumstances after the date of this Press Release.
Important Merger Information
In connection with the proposed transaction, and assuming the merger proposal is accepted by CBOT,
ICE intends to file relevant materials with the SEC, including a proxy statement/prospectus
regarding the proposed transaction. Such documents, however, are not currently available. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ALL SUCH OTHER RELEVANT MATERIALS REGARDING
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain a free copy of the proxy statement/prospectus, if and
when such document becomes available, and related documents filed by ICE or CBOT without charge, at
the SECs website (http://www.sec.gov). Copies of the final proxy statement/prospectus, if
and when such document becomes available, may be obtained, without charge, from ICE by directing a
request to ICE at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor
Relations; or by emailing a request to ir@theice.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
ICE and its directors, executive officers and other employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. You can find information about
ICEs executive officers and directors in ICEs Annual Report on Form 10-K, filed with the SEC on
February 26, 2007 and in ICEs proxy statement for its 2007 annual meeting of stockholders, dated
March 30, 2007. Additional information about the interests of potential participants will be
included in the prospectus/proxy statement, if and when it becomes available, and the other
relevant documents filed with the SEC.
6
Consolidated Unaudited Financial Statements
INTERCONTINENTALEXCHANGE, INC.
AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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Three Months |
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Ended March 31, |
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2007 |
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2006 |
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Revenues: |
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Transaction fees, net |
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$ |
109,341 |
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$ |
43,235 |
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Market data fees |
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14,019 |
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6,022 |
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Other |
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3,248 |
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1,025 |
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Total revenues |
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126,608 |
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50,282 |
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Operating expenses: |
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Compensation and benefits |
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21,758 |
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10,617 |
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Professional services |
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4,863 |
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2,690 |
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Patent royalty. |
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1,705 |
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1,014 |
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Selling, general and administrative |
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12,130 |
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5,120 |
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Depreciation and amortization |
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6,509 |
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3,188 |
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Total operating expenses |
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46,965 |
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22,629 |
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Operating income |
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79,643 |
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27,653 |
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Other income (expense): |
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Interest income |
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2,824 |
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1,178 |
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Interest expense |
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(3,795 |
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(63 |
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Other income (expense), net |
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9,192 |
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(7 |
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Total other income, net |
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8,221 |
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1,108 |
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Income before income taxes |
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87,864 |
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28,761 |
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Income tax expense |
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32,278 |
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9,097 |
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Net income |
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$ |
55,586 |
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$ |
19,664 |
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Earnings per common share: |
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Basic |
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$ |
0.82 |
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$ |
0.35 |
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Diluted |
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$ |
0.80 |
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$ |
0.33 |
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Weighted average common shares outstanding: |
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Basic |
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67,534 |
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55,533 |
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Diluted |
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69,758 |
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58,972 |
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7
INTERCONTINENTALEXCHANGE, INC.
AND SUBSIDIARIES
CONSOLIDATED UNAUDITED BALANCE SHEET
(IN THOUSANDS)
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March 31, |
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2007 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
114,864 |
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Restricted cash |
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17,784 |
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Short-term investments |
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62,444 |
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Customer accounts receivables: |
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Trade, net of allowance for doubtful accounts |
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48,254 |
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Related-parties |
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146 |
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Income taxes receivable |
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29,453 |
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Margin deposits and guaranty funds |
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653,444 |
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Prepaid expenses and other current assets |
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16,049 |
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Total current assets |
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942,438 |
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Property and equipment, net |
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50,691 |
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Other noncurrent assets: |
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Goodwill |
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1,078,629 |
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Other intangible assets, net |
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172,777 |
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Cost method investments |
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38,745 |
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Other noncurrent assets |
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11,653 |
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Total other noncurrent assets |
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1,301,804 |
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Total assets |
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$ |
2,294,933 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
41,667 |
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Accrued salaries and benefits |
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8,834 |
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Current portion of long-term debt |
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37,500 |
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Income tax payable |
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12,117 |
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Margin deposits and guaranty funds |
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653,444 |
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Other current liabilities |
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|
5,255 |
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Total current liabilities |
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758,817 |
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Noncurrent liabilities: |
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Noncurrent deferred tax liability, net |
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55,707 |
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Long-term debt |
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|
212,500 |
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Government grant deferred credit |
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|
11,796 |
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Other noncurrent liabilities |
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16,016 |
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Total noncurrent liabilities |
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296,019 |
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Total liabilities |
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1,054,836 |
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SHAREHOLDERS EQUITY: |
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Common stock |
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703 |
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Treasury stock, at cost |
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(24,654 |
) |
Additional paid-in capital |
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989,985 |
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Retained earnings |
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246,668 |
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Accumulated other comprehensive income |
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27,395 |
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Total shareholders equity |
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1,240,097 |
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Total liabilities and shareholders equity |
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$ |
2,294,933 |
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8