UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 4, 2008
INTERCONTINENTALEXCHANGE, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
Delaware
|
|
001-32671
|
|
58-2555670
|
|
(State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
|
of incorporation)
|
|
File Number)
|
|
Identification Number)
|
2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328
(Address of Principal Executive Offices)(Zip Code)
Registrants telephone number, including area code (770) 857-4700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below):
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.02 Results of Operations and Financial Condition.
On August 4, 2008, IntercontinentalExchange, Inc. (ICE) announced its financial results for
the fiscal quarter ended June 30, 2008. A copy of ICEs press release announcing such financial
results is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained herein, including the attached press release, is furnished pursuant
to Item 2.02 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
99.1
|
|
Press Release dated August 4, 2008
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
|
|
|
|
|
|
|
INTERCONTINENTALEXCHANGE, INC.
|
|
|
Date: August 4, 2008
|
/s/ Scott A. Hill
|
|
|
|
Scott A. Hill
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
3
Exhibit
99.1
EARNINGS RELEASE
|
|
|
|
|
Investor Contacts:
|
|
Media Contact:
|
|
Kelly Loeffler, VP, Investor Relations & Corp. Communications
|
|
Ellen Resnick
|
|
IntercontinentalExchange
|
|
Crystal Clear Communications
|
|
770-857-4726
|
|
773-929-9292 (o); 312-399-9295 (c)
|
|
kelly.loeffler@theice.com
|
|
eresnick@crystalclearPR.com
|
|
|
|
|
|
Sarah Stashak, Director, Investor & Public Relations
|
|
|
|
IntercontinentalExchange
|
|
|
|
770-857-0340
|
|
|
|
sarah.stashak@theice.com
|
|
|
IntercontinentalExchange Reports Solid Second Quarter 2008 Earnings;
58% Increase in Net Income to $84.9 Million; Diluted EPS of $1.19
|
|
|
|
2Q08 Operating Income $132.8MM, up 74%
|
|
|
|
|
|
|
2Q08 Revenues $197.2 MM, up 44%
|
|
|
|
|
|
|
Quarterly Volume Exceeds 126 Million Futures and OTC
Contracts, up 44%
|
|
|
|
|
|
|
Board Authorizes Share Buyback Program of up to $500 Million
|
ATLANTA, GA
(August 4, 2008) IntercontinentalExchange, Inc. (NYSE: ICE), a leading operator of
global exchanges and over-the-counter (OTC) markets, reported its second strongest
quarter ever, with consolidated net income for the second quarter of 2008 of $84.9 million, a 58%
increase compared to $53.7 million for the second quarter of 2007. Diluted earnings per share (EPS)
in the second quarter were $1.19, an increase of 59% over the prior years second quarter of $0.75.
The financial results for the second quarter of 2007 include $10.9 million in costs related to
ICEs proposed merger with the Chicago Board of Trade (CBOT), or $7.0 million after tax. Net
income and EPS increased 40% when adjusted for the CBOT expenses incurred in 2007.
1
Consolidated revenues in the second quarter increased to $197.2 million, a 44% increase over $136.7
million in the second quarter of 2007.
ICE also announced that its Board of Directors has authorized a share buyback program of up to $500
million.
Combined
volume for ICEs futures exchanges increased 18% over the second quarter of 2007 to 58.1
million contracts in the second quarter of 2008, with the ICE Brent Crude and ICE WTI Crude futures
contracts establishing new quarterly volume records. Average daily volume (ADV) for ICE Futures
Europe
TM
was 610,187 contracts during the second quarter. ADV for ICE Futures
U.S.
TM
was 274,420 contracts, and total quarterly volume represented the second highest
in history. ADV for ICE Futures Canada
TM
was 13,633 contracts. Average daily
commissions (ADC) for ICEs global OTC segment rose 69% to $1.2 million during the second quarter
of 2008.
|
|
|
|
|
1
|
|
Please see Annex A of this press release for
a reconciliation of non-GAAP measures.
|
1
ICEs strong second quarter performance demonstrates our teams continued focus on growth and
execution, said Jeffrey C. Sprecher, ICE Chairman and Chief Executive Officer. While producing
organic growth in our core businesses, we worked toward the implementation of several long-term
growth initiatives scheduled to take effect during the third quarter. We have spent the last year
preparing for both the transition of our energy clearing to ICE Clear Europe and the commencement
of exclusive trading of U.S. Russell index futures at ICE Futures U.S. We also expect to complete
our acquisition of Creditex later this quarter and are already collaborating with the Creditex team
on innovative initiatives to serve the global credit default swap markets. We continue to invest in
new avenues of growth and to evaluate M&A opportunities to expand our position as one of the most
global, diversified derivatives markets in the world.
The fundamentals of our business remain solid, particularly given the increased need for risk
management across futures and OTC markets, said Scott Hill, ICE Chief Financial Officer. Weve
continued to grow our business substantially while generating synergies in our U.S. futures
business and producing operating margins that reflect our disciplined approach to growth. This
consistently strong performance provides us with the balance sheet and cash flows necessary to
execute the share repurchase program recently authorized by our Board of Directors, even as we
continue to invest for future growth. This program reflects our belief that the current share
price does not appropriately reflect the strong underlying fundamentals of our global business. In
compliance with SEC rules, we will begin the repurchase of shares after the Creditex acquisition
closes.
Second Quarter 2008 Results
ICEs second quarter 2008 consolidated revenues increased 44% to $197.2 million compared to $136.7
million in the second quarter of 2007. Consolidated transaction revenues increased 42% to $166.7
million in the second quarter of 2008, from $117.4 million during the same period in 2007. The
increase in transaction revenue was driven primarily by new products, strong trading volume in
ICEs futures and global OTC segments, and the entry of new participants in all markets.
Transaction revenues in ICEs futures segment, comprising ICE Futures Europe, ICE Futures U.S. and
ICE Futures Canada, totaled $87.1 million in the second quarter of 2008, an increase of 23% over
$70.8 million in the same period in 2007.
In the second quarter of 2008, ICE Futures Europe recorded volume of 39.6 million contracts. ADV
for ICEs European futures business was 610,187 contracts, an increase of 19% compared to the
second quarter of 2007. The average rate per contract (RPC) for ICE Futures Europe in the second
quarter was $1.21. ICE Futures U.S. and ICE Futures Canada recorded second quarter volume of 17.6
million contracts and 0.9 million contracts, respectively. ADV for ICE Futures U.S. was 274,420
contracts in the second quarter of 2008, a 13% increase compared to the same period in 2007. ADV
for ICE Futures Canada was 13,633 contracts during the quarter, an 11% decrease compared to the
year-ago period. Second quarter RPC for ICE Futures U.S. agricultural futures and options
contracts was $2.21.
Second quarter 2008 transaction revenues in ICEs global OTC segment increased 71% to $79.6
million, compared to $46.6 million in the same period in 2007. ADC increased 69% to $1.2 million
compared to $718,000 in the second quarter of 2007. Average daily commissions reflect daily trading
activity in ICEs OTC markets. Cleared contracts accounted for 90% of OTC contract volume during
the second quarter of 2008.
2
Consolidated market data revenues increased 61% during the second quarter of 2008 to a record $25.5
million compared to $15.8 million in the same period in 2007. Consolidated other revenues increased
$1.6 million during the second quarter to $5.0 million, from $3.4 million in the same period of
2007.
Consolidated operating expenses for the second quarter of 2008 were $64.4 million, an increase of
7% compared to $60.1 million in the same period of 2007. Adjusted to exclude the non-recurring
$10.9 million in CBOT merger-related transaction expenses incurred during the second quarter of
2007, consolidated operating expenses would have increased 31% compared to the second quarter of
2007. The increase was driven by continued investment in growth initiatives, additional
depreciation and amortization expenses, and higher compensation expenses. Spending associated with
ICE Clear Europe increased from $0.9 million in the second quarter of 2007 to $3.6 million in the
same period of 2008. Depreciation related primarily to technology investments grew by $1.7 million
to a total of $7.2 million in the second quarter of 2008. Amortization expenses on acquired
intangibles were $3.6 million for the second quarter of 2008 compared to $2.2 million in the same
period of 2007. Non-cash compensation for the quarter increased to $9.9 million, compared to $3.9
million in the second quarter of 2007. The increase was primarily due to costs recognized for
performance-based restricted stock granted in December 2006 and December 2007, including a
cumulative year-to-date performance adjustment of $1.9 million recorded during the second quarter
of 2008.
Second quarter 2008 consolidated operating income was $132.8 million, up 74% compared to $76.5
million in operating income in the second quarter of 2007. Operating margin was 67% for the second
quarter of 2008, compared to 56% for the same period in 2007 on a GAAP basis, or 64% for the second
quarter of 2007 excluding CBOT merger-related expenses.
2
The effective tax rate for the second quarter of 2008 was 35.5% compared to 28.6% for the second
quarter of 2007. The effective tax rate for the second quarter of 2007 was impacted by ICEs
decision to indefinitely reinvest prior and current undistributed foreign earnings. The impact from
this change included a non-recurring benefit to net income of $3.6 million recognized in the second
quarter of 2007 related to the reversal of the tax liability on prior period foreign earnings.
First Half 2008 Results
ICEs first half 2008 consolidated revenues grew to $404.4 million, an increase of 54%
compared to the first half of 2007. ICEs first half futures
volumes increased 25% to 121 million
contracts, driving consolidated futures transaction revenues growth of 39% over the same period in
2007. ICEs consolidated global OTC transaction revenues increased 70%, driven by ADC of $1.2
million per day, a 69% increase over 2007. Consolidated market data revenues grew 68% compared to
the first half of 2007. Consolidated operating margins improved to 69% in the first half of 2008,
and consolidated net income grew 62% to $177.2 million.
Cash flows from operations during the first half of 2008 totaled $191.6 million, compared to $94.8
million in the first six months of 2007. Unrestricted cash, cash equivalents and short-term
investments at June 30, 2008 totaled $374.4 million. ICE ended the second quarter with $203.1
million in debt relating to the acquisition of ICE Futures U.S. Capital expenditures during the
first half of 2008 were $7.9 million.
|
|
|
|
|
2
|
|
Please see Annex A of this press release for
a reconciliation of non-GAAP measures.
|
3
Share Buyback Announcement
The ICE Board of Directors has authorized a program to repurchase up to $500 million in ICE common
stock over the next 12 months. Any such repurchases will be made in compliance with applicable U.S.
laws. ICE intends to adopt a written stock trading plan in accordance with Rule 10b5-1 under the
Securities Exchange Act of 1934. A Rule 10b5-1 trading plan allows ICE to repurchase shares at
times when it ordinarily would not be in the market because of ICEs trading policies or the
possession of material non-public information. ICE expects to fund any share repurchases with a
combination of cash on hand, future cash flows and its existing line of credit. The timing and
extent of the repurchases will depend upon market conditions. ICE is not obligated to acquire any
specific number of shares and may amend, suspend or terminate the repurchase program at any time.
Additional Information
|
|
|
ICE Clear Europe
TM
is expected to commence operations on September 15, 2008.
Updated guidance includes 2008 revenues in the range of $20 million to $25 million. Operating
expenses for ICE Clear Europe for the second half of 2008 are expected to be in the range of
$6 million to $8 million.
|
|
|
|
|
|
ICE had 535 employees at June 30, 2008. ICE expects headcount to increase between 3% and 7%
during the second half of 2008, excluding increases relating to any acquisitions.
|
|
|
|
|
|
ICEs consolidated tax rate is expected to be in the range of 34% to 36% for 2008.
|
|
|
|
|
|
ICE forecasts the diluted share count for the third quarter of 2008 to be in the range of
71.1 million to 71.9 million weighted average shares outstanding, and the diluted share count
for fiscal year 2008 to be in the range of 71.1 million to 72.1 million weighted average shares outstanding. These projections do not reflect any estimate for shares that may be
acquired by ICE under the stock repurchase program. The status and impact of the program will
be updated regularly.
|
|
|
|
|
|
The Creditex transaction has received regulatory approval by the U.K. Financial Services
authority, as well as early termination of the applicable U.S. Hart-Scott-Rodino waiting
period, but remains subject to U.S. Financial Industry Regulatory Authority approvals. ICE
will provide guidance regarding the integration of Creditex upon the completion of the
transaction, which is expected during the third quarter.
|
Earnings Conference Call Information
ICE will hold a conference call today, August 4, at 8:30 a.m. ET to review its second quarter
financial results. A live audio webcast of the earnings call will be available on the companys
website at
www.theice.com
under About ICE/Investors & Media. Participants may also listen via
telephone by dialing (888) 219-1467 if calling from the United States, or (913) 312-1277 if dialing
from outside of the United States. For participants on the telephone, please place your call ten
minutes prior to the start of the call.
The call will be archived on the companys website for replay. A telephone replay of the earnings
call will also be available at (888) 203-1112 for callers within the United States and at (719)
457-0820 for callers outside of the United States. The passcode for the replay is 3464796.
Historical futures volume and OTC commission data can be found at:
http://ir.theice.com/supplemental.cfm
4
About IntercontinentalExchange
IntercontinentalExchange
®
(NYSE: ICE) is a leading operator of global exchanges and
over-the-counter (OTC) markets. ICE offers futures and OTC markets on a single trading platform,
including markets for crude oil and refined products, natural gas, power and emissions, as well as
agricultural commodities and financial products such as canola,
cocoa, coffee, cotton, orange juice, wood pulp, sugar, foreign currency and equity index futures and options. ICE
®
conducts its energy futures markets, including the leading oil benchmark contracts, through
its London-based exchange, ICE Futures Europe
TM
. ICE conducts its global agricultural
commodity, foreign exchange and equity index futures markets through its U.S. and Canadian
exchanges, ICE Futures U.S.
TM
and ICE Futures Canada
TM
, and offers clearing
services through ICE Clear U.S.
TM
and ICE Clear Canada
TM
. ICEs
state-of-the-art electronic trading platform serves market participants in more than 55 countries.
ICE is included in the Russell 1000
®
Index and the S&P 500 Index. Headquartered in
Atlanta, ICE has offices in Calgary, Chicago, Houston, London, New York, Singapore and Winnipeg.
For more information, please visit
www.theice.com
.
Forward-Looking Statements
This press release may contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding
IntercontinentalExchanges business that are not historical facts are forward-looking statements
that involve risks, uncertainties and assumptions that are difficult to predict. These statements
are not guarantees of future performance and actual outcomes and results may differ materially from
what is expressed or implied in any forward-looking statement. The factors that might affect our
performance, include, but are not limited to: our business environment; increasing competition and
consolidation in our industry; changes in domestic and foreign regulations or government policy;
technological developments, including clearing developments; our initiative to establish a European
clearing house; the 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 2009; our ability to increase the
connectivity to our marketplace; our ability to develop new products and services and pursue
strategic acquisitions and alliances on a timely, cost-effective basis; maintaining existing market
participants and attracting new ones; protecting our intellectual property rights and our ability
to operate our business without violating the intellectual property rights of others; adverse
litigation results; our belief that our electronic trade confirmation service could attract new
market participants; 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; and the risk that acquired businesses will not be integrated
successfully or the revenue opportunities, cost savings and other anticipated synergies from
mergers or acquisitions may not be fully realized or may take longer to realize than expected. For
a discussion of such risks and uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see ICEs Securities and Exchange Commission (SEC)
filings, including, but not limited to, the risk factors in ICEs Annual Report on Form 10-K for
the year ended December 31, 2007, as filed with the SEC on February 13, 2008, and ICEs Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008,as filed with the SEC on August 4, 2008.
This filing is also available in the Investors & Media section of our website. 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.
5
Consolidated Unaudited Financial Statements
INTERCONTINENTALEXCHANGE, INC. AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Transaction fees, net
|
|
$
|
166,664
|
|
|
$
|
117,372
|
|
|
Market data fees
|
|
|
25,493
|
|
|
|
15,846
|
|
|
Other
|
|
|
5,003
|
|
|
|
3,436
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
197,160
|
|
|
|
136,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
30,923
|
|
|
|
21,717
|
|
|
Professional services
|
|
|
6,928
|
|
|
|
6,714
|
|
|
CBOT merger-related transaction costs
|
|
|
|
|
|
|
10,944
|
|
|
Selling, general and administrative
|
|
|
15,680
|
|
|
|
13,002
|
|
|
Depreciation and amortization
|
|
|
10,844
|
|
|
|
7,748
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
64,375
|
|
|
|
60,125
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
132,785
|
|
|
|
76,529
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
Interest and investment income
|
|
|
2,925
|
|
|
|
2,868
|
|
|
Interest expense
|
|
|
(4,041
|
)
|
|
|
(4,329
|
)
|
|
Other income (expense), net
|
|
|
(30
|
)
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net
|
|
|
(1,146
|
)
|
|
|
(1,322
|
)
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
131,639
|
|
|
|
75,207
|
|
|
Income tax expense
|
|
|
46,775
|
|
|
|
21,514
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
84,864
|
|
|
$
|
53,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.20
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
1.19
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
70,596
|
|
|
|
69,205
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
71,403
|
|
|
|
71,228
|
|
|
|
|
|
|
|
|
|
6
INTERCONTINENTALEXCHANGE, INC. AND SUBSIDIARIES
CONSOLIDATED UNAUDITED BALANCE SHEET
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
2008
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
362,858
|
|
|
Restricted cash
|
|
|
23,891
|
|
|
Short-term investments
|
|
|
11,514
|
|
|
Customer accounts receivable, net
|
|
|
78,376
|
|
|
Margin deposits and guaranty funds
|
|
|
781,651
|
|
|
Prepaid expenses and other current assets
|
|
|
20,563
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,278,853
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
64,376
|
|
|
|
|
|
|
|
Other noncurrent assets:
|
|
|
|
|
|
Goodwill
|
|
|
1,054,071
|
|
|
Other intangible assets, net
|
|
|
541,227
|
|
|
Cost method investments
|
|
|
38,778
|
|
|
Long-term investments
|
|
|
6,060
|
|
|
Other noncurrent assets
|
|
|
12,693
|
|
|
|
|
|
|
|
Total other noncurrent assets
|
|
|
1,652,829
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,996,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
30,980
|
|
|
Accrued salaries and benefits
|
|
|
12,065
|
|
|
Current portion of long-term debt
|
|
|
40,625
|
|
|
Current portion of licensing agreement
|
|
|
11,549
|
|
|
Income taxes payable
|
|
|
22,093
|
|
|
Margin deposits and guaranty funds
|
|
|
781,651
|
|
|
Other current liabilities
|
|
|
13,532
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
912,495
|
|
|
|
|
|
|
|
Noncurrent liabilities:
|
|
|
|
|
|
Noncurrent deferred tax liability, net
|
|
|
107,447
|
|
|
Long-term debt
|
|
|
162,500
|
|
|
Noncurrent portion of licensing agreement
|
|
|
86,681
|
|
|
Unearned government grant
|
|
|
7,864
|
|
|
Other noncurrent liabilities
|
|
|
21,092
|
|
|
|
|
|
|
|
Total noncurrent liabilities
|
|
|
385,584
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,298,079
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
:
|
|
|
|
|
|
Common stock
|
|
|
716
|
|
|
Treasury stock, at cost
|
|
|
(56,008
|
)
|
|
Additional paid-in capital
|
|
|
1,115,349
|
|
|
Retained earnings
|
|
|
608,862
|
|
|
Accumulated other comprehensive income
|
|
|
29,060
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,697,979
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
2,996,058
|
|
|
|
|
|
|
7
ANNEX A
Non-GAAP Financial Measures and Reconciliation
We provide adjusted consolidated net income, adjusted earnings per common share, adjusted
consolidated operating expenses and adjusted consolidated operating margin as additional
information regarding our operating results. We believe the presentation of these measures is
useful for period-to-period comparison of results because the CBOT merger-related transaction costs
incurred in the second quarter of 2007 do not reflect historical operating performance. We incurred
incremental direct costs of $10.9 million during the six months and three months ended June 30,
2007 related to our proposed merger with CBOT. We did not succeed in our proposed merger with CBOT,
and CME Holdings completed its acquisition of CBOT on July 13, 2007. The $10.9 million in
merger-related transaction costs include investment banking advisors, legal, accounting, proxy
advisor, public relation services and other external costs directly related to the proposed
transaction.
The non-GAAP measures are not in accordance with, or an alternative to, GAAP, and may be different
from non-GAAP measures used by other companies. Investors should not rely on any single financial
measure when evaluating our business. We strongly recommend that investors review the GAAP
financial measures, including our consolidated statement of income provided above and the
reconciliation provided below. Management uses these adjusted measures to evaluate operating
performance. When viewed with our GAAP results and the accompanying reconciliation, we believe
these measures provide a more complete understanding of factors affecting our business than GAAP
measures alone.
The following table reconciles consolidated net income to adjusted consolidated net income,
earnings per common share to adjusted earnings per common share, consolidated operating expenses to
adjusted consolidated operating expenses and consolidated operating margin to adjusted consolidated
operating margin.
UNAUDITED
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
Ended June
|
|
|
|
30, 2007
|
|
Consolidated revenues
|
|
$
|
136,654
|
|
|
|
|
|
|
|
|
Consolidated operating expenses
|
|
$
|
60,125
|
|
|
Less: CBOT merger-related transaction costs
|
|
|
(10,944
|
)
|
|
Adjusted consolidated operating expenses
|
|
$
|
49,181
|
|
|
|
|
|
|
|
|
Consolidated net income
|
|
$
|
53,693
|
|
|
Add: CBOT merger-related transaction costs
|
|
|
10,944
|
|
|
Less: Effective tax rate benefits of CBOT
merger-related transaction costs
|
|
|
(3,906
|
)
|
|
Adjusted consolidated net income
|
|
$
|
60,731
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
$
|
76,529
|
|
|
Adjusted consolidated operating income
|
|
$
|
87,473
|
|
|
Consolidated operating margin
|
|
|
56.0
|
%
|
|
Adjusted consolidated operating margin
|
|
|
64.0
|
%
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
Basic
|
|
$
|
0.78
|
|
|
Diluted
|
|
$
|
0.75
|
|
|
Adjusted earnings per common share:
|
|
|
|
|
|
Adjusted basic
|
|
$
|
0.88
|
|
|
Adjusted diluted
|
|
$
|
0.85
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
Basic
|
|
|
69,205
|
|
|
Diluted
|
|
|
71,228
|
|
8