Filed by CBOT Holdings, Inc. Subject Company -- CBOT Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 File No. 333-72184 The following communication was distributed to CBOT members on July 25, 2003. July 24, 2003 Dear Member: Attached is a summary of the financial results for the six months ended June 30, 2003. The attached statement underscores that the Chicago Board of Trade is on solid ground and well positioned to address the challenges and opportunities that confront us. Based on our volume statistics and given the current economic climate, we believe the CBOT is heading for another record-volume year. Record volume coupled with prudent management of our fiscal resources is going to maintain our financial health. Our business strategy of offering our customers and members the best open auction and electronic trading platforms keeps our business growing. We intend to maintain this positive financial picture by continuing to offer unequaled liquidity, integrity and innovation in the products we trade. As always, my door is open to meet with you. I appreciate your comments and ideas. You may also contact Senior Vice President and CFO Glen Johnson at 312-435-3457 or Vice President and Treasurer Jill Harley at 312-341-3413 if you have specific questions about the summary. Sincerely, /s/ Charles P. Carey Charles P. Carey While CBOT Holdings, Inc. (CBOT Holdings) has filed with the SEC a Registration Statement on Form S-4, including a preliminary proxy statement and prospectus, relating to the restructuring of the Board of Trade of The City of Chicago, Inc. (CBOT), it has not yet become effective, which means it is not yet final. CBOT members are urged to read the final Registration Statement on Form S-4, including the final proxy statement and prospectus, relating to the restructuring of the CBOT referred to above, when it is finalized and distributed to CBOT members, as well as other documents which CBOT Holdings or the CBOT has filed or will file with the SEC, because they contain or will contain important information for making an informed investment decision. CBOT members may obtain a free copy of the final prospectus, when it becomes available, and other documents filed by CBOT Holdings or the CBOT at the SEC's web site at www.sec.gov. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 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.
CHICAGO BOARD OF TRADE CONSOLIDATED STATEMENTS OF INCOME For the six months ended June 30, 2003 (unaudited; in thousands) - ------------------------------------------------------------------------------------------------------------------------ Quarter Ended Quarter Ended Six Months Ended June 30, March 31, June 30, ------------------------ ---------- ------------------------ 2003 2002 2003 2003 2002 ---------- ---------- ---------- ---------- ---------- REVENUES Exchange Fees $71,038 $48,745 $58,456 $129,494 $93,805 Quotations 13,872 14,553 14,425 28,297 29,812 Building 5,077 6,646 4,940 10,017 13,695 Services 5,581 4,864 3,381 8,962 9,713 Other Operating Revenue 378 1,217 540 918 1,735 - ------------------------------------------------------------------------------------------------------------------------ Total Revenues 95,946 76,025 81,742 177,688 148,760 - ------------------------------------------------------------------------------------------------------------------------ EXPENSES Salaries and Benefits 15,855 14,309 15,044 30,899 29,415 Depreciation and Amortization 7,669 7,845 7,208 14,877 22,036 Professional Services 6,639 6,291 5,007 11,646 11,007 General and Administrative Expenses 4,156 3,035 3,092 7,248 4,958 Building Operating Costs 6,336 5,950 6,194 12,530 12,068 Information Technology Services 15,236 10,331 11,760 26,996 19,569 Contracted License Fees 6,697 4,176 5,630 12,327 4,676 Programs 1,291 462 398 1,689 729 Loss on Impairment of Long-lived Assets - - - - 6,244 Interest 1,024 1,055 1,091 2,115 2,649 Equity in Loss of One Chicago 240 - 299 539 - Severance and Related Costs 2 133 346 348 339 - ------------------------------------------------------------------------------------------------------------------------ Operating Expenses 65,145 53,587 56,069 121,214 113,690 - ------------------------------------------------------------------------------------------------------------------------ INCOME FROM OPERATIONS 30,801 22,438 25,673 56,474 35,070 PROVISION FOR INCOME TAXES 7,448 8,968 10,841 18,289 14,322 - ------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE LIMITED PARTNERS INTEREST IN CERES PARTNERSHIP 23,353 13,470 14,832 38,185 20,748 LIMITED PARTNERS INTEREST IN INCOME OF CERES PARTNERSHIP (12,802) - - (12,802) - - ------------------------------------------------------------------------------------------------------------------------ NET INCOME $10,551 $13,470 $14,832 $25,383 $20,748 ======================================================================================================================== BALANCE SHEET HIGHLIGHTS (unaudited; in thousands) - ------------------------------------------------------------------------------------------------------------------------ June 30, December 31, 2003 2002 ---------- ---------- Unrestricted Cash $80,290 $83,505 Current Assets $128,819 $115,392 Total Assets $398,117 $354,197 Current Liabilities $73,042 $61,986 Long Term Debt $39,819 $42,857 Total Liabilities $140,469 $135,161 Members' Equity $244,846 $219,036